Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Participant acknowledges that during the course of the Employment Term Participant’s employment with the CompanyCompany and/or its subsidiaries (collectively, the Employee “Companies”) the Participant has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Participant hereby agrees and will continue acknowledges that the Participant owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Participant’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawParticipant will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Participant’s duties to the Companies (provided the Participant is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Participant will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Participant will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeParticipant’s possession or under the Participant’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so delivered. (ii) Without limiting Confidential Information if the foregoingParticipant’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, term “Confidential Information” means information, observations and data concerning the business and affairs of the Company shall mean any information used by or any of its Affiliates, including all business information (whether belonging or not in written form) that relates relating to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and Companies that is not known generally to the public generally other than as industry in which the Companies are, or may be, engaged and which the Companies maintain on a result of confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the Employee’s breach of this Agreementbusiness and services, including technical information any employee information, customer lists and records, business processes, procedures or reports; trade secrets; unwritten knowledge and “standards, know-how”; operating instructions; training , manuals; customer lists, if applicable; customer buying records and habits; product sales records and documentsbusiness strategies, and product developmentrecords, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to that the Employee prior to Companies advise the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Participant should be treated as confidential.

Nondisclosure of Confidential Information. (ia) The Company Participant acknowledges that Participant is and the Employee agree that, during the course of the Employment Term shall become familiar with the Company’s Confidential Information (as defined below), the Employee has had and will continue to have access toincluding trade secrets, and has gained that Participant’s services are of special, unique and will continue extraordinary value to gain knowledge with respect tothe Company. Participant acknowledges that the Confidential Information obtained by Participant while employed by the Company is the property of the Company. Therefore, Confidential Information. The Employee Participant agrees that the Employee Participant shall not, not disclose to any unauthorized Person or use for Participant’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Participant’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Participant receives a request to disclose Confidential Information (x) pursuant to a Person deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to whom the disclosure is reasonably necessary or appropriate in connection with the performance extent permitted by the Employee of the duties of the Employee’s employmentlaw, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Participant shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Participant shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeParticipant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of its AffiliatesCompany, including including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of its AffiliatesCompany, or their directors, officers, employees, its customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeParticipant’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Participant prior to the EmployeeParticipant’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Participant of this Agreement Agreement). Without limiting the foregoing, Participant agrees to keep confidential the existence of, and any information concerning, any dispute between Participant and the Company, except that Participant may disclose information concerning such dispute to his immediate family, to the court that is considering such dispute or to Participant’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee has had and Company will continue provide Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, industries in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information any action or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to inaction by Executive. Executive further agrees that he will not during employment and/or at any forms of compensation or other personnel-related information; contracts; and supplier lists. time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall not include such information known cease to the Employee prior to the Employee’s involvement with be employed by the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach time as requested by the Employee Company, Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with the Company, except for any of Executive’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Executive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms other satisfactory assurance of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose for any such information other than as necessary compelled to be disclosed. In the prosecution or defense event of such dispute). (iii) For purposes termination of this Agreement, “Confidential Information” means informationeach party shall use all reasonable efforts to cause to be delivered to the other parties, observations and data concerning to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the business and affairs conduct of the Company matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of its Affiliatesthe agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, including all business information (whether or the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in written form) that relates to the Company or any of its Affiliateslimitation of, or their directors, officers, employees, customers, suppliers or contractors or any other third rights and remedies the parties with respect to which the Company or may have against each other. The provisions of this Section 15.1 shall survive any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, whether during or after the Employment Period, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee shall Executive shall, unless prohibited by law, promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business Company and affairs of the Company its Affiliates, or any of its Affiliatestheir respective present or former members, including partners, directors, employees or agents, or the family members thereof, including, without limitation, all business information (whether or not in written form) that which relates to any of the Company foregoing Persons, or any of its Affiliates, or their directors, officers, employees, respective customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; investment performance of the accounts managed by the Company or its respective Affiliates (“Track Records”); technical information or reports; brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer or investor lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plansanalyses or plans relating to the acquisition or development of businesses, or relating to the sale of Subsidiaries or Company assets; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation compensation, employee evaluations, or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information known to the Employee prior to the Employee’s involvement with concerning, any dispute between Executive and the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any of its Affiliates or such information rightfully obtained from a third party (other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or such dispute). Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any other duty one individual and are the exclusive property of confidentiality)the Company and its Affiliates, and agrees that he shall in no event claim the Track Records as his own following termination of his employment for the Company.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by the Executive while employed by the Company and its subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its subsidiaries and Affiliates, as applicable. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee he shall not, not disclose to any unauthorized Person or use for his own purposes any Confidential Information without the prior written consent of the Company, during unless and to the period extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that if the Employee may Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (Ai) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the Employee’s his involvement with the Company or any of its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, the Executive and the Company each agrees to keep confidential the existence of, and any information concerning, any dispute between the Executive and the Company or its subsidiaries and Affiliates, except that the Executive and the Company each may disclose information concerning such dispute to the court that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. Definitions: As used in this Agreement, "Confidential Information" means all confidential information and trade secrets (i) The Company whether or not specifically labeled or identified as “confidential”), in any form or medium, that is disclosed to, or developed or learned by me and that relates to the Employee agree thatbusiness, during the course products, services, research or development of the Employment Term with the CompanyMotorola Solutions or its suppliers, the Employee distributors or customers and that has had not become publicly known. As used in this Agreement, Confidential Information includes all "Intellectual Property", which means all non-published patent applications, ideas, inventions, formulae, know-how, devices, designs, models, methods, techniques and processes, specifications, tooling, computer programs, copyrightable works, mask works, technical and product information concerning circuits, trade secrets and all other intellectual property rights. I recognize that Motorola Solutions is engaged in a continuous program of research and development, and that as an employee, I will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information that has independent economic value to Motorola Solutions in part because it is confidential. I further recognize that Motorola Solutions has taken reasonable steps to protect its Confidential Information from disclosure to the greatest extent permitted by applicable lawpublic, use or discloseincluding entering into this Agreement. During and after my employment, or knowingly permit any unauthorized Person to use, I will not disclose or gain access to, use any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) except to the extent permitted by applicable law, the Company shall be given an opportunity I am required to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all disclose or use such Confidential Information in the Employee’s possession performance of my assigned duties with Motorola Solutions; and I will use my best efforts to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss and theft. In the event Motorola Solutions has entered into confidentiality agreements, which contain provisions different from and more restrictive than those set forth in this Agreement, I agree to comply with any such different and more restrictive provisions of which I am notified. Confidential Information or control irrespective Intellectual Property of the location or form of such material andthird parties, if requested by the Companyincluding my former employers, shall provide the Company with written confirmation that all such materials may have been so delivered. (ii) Without limiting the foregoing, the Employee agrees disclosed to keep confidential the existence of, me and any I may not be authorized by such a third party to disclose such information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute others or to use such information in the Employee’s legal counsel (provided that such counsel agrees course of my employment by Motorola Solutions. I agree not to disclose any or use such information other than as necessary or to the prosecution or defense violate such nondisclosure restrictions and agree to provide Motorola Solutions with copies of any written agreements with former employers that contain such dispute)restrictions. (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee he has had been and will continue to have be provided by Company with access toto certain confidential information, trade-secrets, and has gained other matters that are of a confidential and will continue proprietary nature, including but not limited to gain knowledge with respect toCompany’s customer list, vendors, suppliers, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee Company provides on an ongoing basis such Confidential Information as Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information remains confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside Company except to the greatest extent permitted by applicable law, that (i) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yii) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify the inform Company of such event, shall cooperate with Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request for another appropriate remedyto otherwise restrict such disclosure, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall and should only disclose only that portion of the Confidential Information that, in to the written opinion of the Employee’s legal counsel, is legally required minimum extent necessary to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to comply with any such court order; or (iii) such Confidential Information by the receiving Person or entity becomes generally known to and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information available for use in the Employee’s possession or control irrespective of the location or form of such material andindustry in which Company does business, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by Executive. Executive further agrees that he will not during employment and/or any time thereafter use the Employee’s breach of this AgreementConfidential Information in competing, directly or indirectly, with Company. At such time as Executive shall cease to be employed by Company, he will immediately turnover to Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listsall computers, if applicable; customer buying records and habits; product sales records and personal data devices, papers, documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing provided to or created by him during the course of his employment with Company. This nondisclosure covenant is binding on Executive, as well as his heirs, successors and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricinglegal representatives, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee will survive termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other Companies (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 13.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (i) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other Companies the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms other satisfactory assurance of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose for any such information other than as necessary compelled to be disclosed. In the prosecution or defense event of such dispute). (iii) For purposes termination of this Agreement, “Confidential Information” means informationeach party shall use all reasonable efforts to cause to be delivered to the other parties, observations and data concerning to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the business and affairs conduct of the Company matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the Companies recognizes and agrees that violation of any of its Affiliatesthe agreements contained in this Section 13.1 will cause irreparable damage or injury to the Companies, including all business information (whether or the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the Companies shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in written form) that relates to the Company or any of its Affiliateslimitation of, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which rights and remedies the Company or Companies may have against each other. The provisions of this Section 13.1 shall survive any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 13.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms other satisfactory assurance of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose for any such information other than as necessary compelled to be disclosed. In the prosecution or defense event of such dispute). (iii) For purposes termination of this Agreement, “Confidential Information” means informationeach party shall use all reasonable efforts to cause to be delivered to the other parties, observations and data concerning to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the business and affairs conduct of the Company matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of its Affiliatesthe agreements contained in this Section 13.1 will cause irreparable damage or injury to the parties, including all business information (whether or the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in written form) that relates to the Company or any of its Affiliateslimitation of, or their directors, officers, employees, customers, suppliers or contractors or any other third rights and remedies the parties with respect to which the Company or may have against each other. The provisions of this Section 13.1 shall survive any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, or knowingly permit any unauthorized Person Employee agrees and the Company agrees that the two (2) year period after the date Employee’s employment ends will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree Contractor acknowledges that, during the course as a result of the Employment Term with the Companyits engagement by CWC, the Employee has had and will continue to have Contractor may be provided access to, and has gained otherwise may have the opportunity to acquire and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) confidential information of a special and unique nature and value relating to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the EmployeeCWC’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than general public. Such information made known to or learned by Contractor as a result of Contractor’s engagement hereunder shall be referred to herein as the Employee’s breach “Confidential Information.” As a material inducement to CWC to engage Contractor pursuant to this Agreement, Contractor covenants and agrees that Contractor shall not, at any time during or following the term of this Agreement, including technical information directly or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating indirectly divulge or disclose to any forms third party, for any purpose whatsoever, any of compensation or other personnel-related information; contracts; and supplier lists. the Confidential Information shall not include such information known which has been obtained by or disclosed to Contractor as a result of its engagement by CWC. In the Employee prior to the Employee’s involvement with the Company event of a breach or threatened breach by Contractor of any of its Affiliates the provisions of this section 10, CWC, in addition to and not in limitation of any other rights, remedies or information rightfully obtained from a third party (other than pursuant damages available to a CWC at law or in equity, shall be entitled to injunctive relief restraining and permanently prohibiting any such breach by the Employee of this Agreement Contractor or any other duty person or entity directly or indirectly acting for or with Contractor. Upon termination or expiration of confidentiality)this Agreement: (a) Contractor shall not be entitled to keep, preserve, disclose, sell, or transfer any records, files, documents and information of any type which are particular to CWC; (b) any and all records, files, documents and information of all types prepared in connection with Contractor’s engagement hereunder are and shall remain CWC’s property, notwithstanding that such items may have been prepared, transcribed or generated by Contractor; and (c) Contractor shall promptly return to CWC (or at CWC’s option and instruction, permanently destroy or erase) any Confidential Information or other CWC property that is in Contractor’s possession, and Contractor will thereafter immediately certify in writing its compliance with the obligations set forth in this paragraph. Notwithstanding the termination or expiration of this Agreement, this section 10 shall survive.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Participant acknowledges that during the course of the Employment Term Participant’s employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee “Companies”) the Participant has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Participant hereby agrees and will continue acknowledges that the Participant owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Participant’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawParticipant will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Participant’s duties to the Companies (provided the Participant is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Participant will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Participant will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeParticipant’s possession or under the Participant’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so delivered. (ii) Without limiting Confidential Information if the foregoingParticipant’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, term “Confidential Information” means information, observations and data concerning the business and affairs of the Company shall mean any information used by or any of its Affiliates, including all business information (whether belonging or not in written form) that relates relating to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and Companies that is not known generally to the public generally other than as industry in which the Companies are, or may be, engaged and which the Companies maintain on a result of confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the Employee’s breach of this Agreementbusiness and services, including technical information any employee information, customer lists and records, business processes, procedures or reports; trade secrets; unwritten knowledge and “standards, know-how”; operating instructions; training , manuals; customer lists, if applicable; customer buying records and habits; product sales records and documentsbusiness strategies, and product developmentrecords, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to that the Employee prior to Companies advise the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Participant should be treated as confidential.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee's employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company minimum extent necessary to comply with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution court order; or defense of such dispute). (iii) For purposes of this Agreement, “such Confidential Information” means information, observations Information becomes generally known to and data concerning available for use in the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach of this Agreement. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listspapers, if applicable; customer buying records and habits; product sales records and documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating provided to pricing, competitive strategies and new product development; information relating to any forms or created by him during the course of compensation or other personnel-related information; contracts; and supplier listshis employment with the Company. Confidential Information shall not include such information known to the Employee prior to This nondisclosure covenant is binding on the Employee’s involvement with , as well as his heirs, successors, and legal representatives, and will survive the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee parties agree that, during the course of the Employment Term Executive’s employment with the CompanyCompany and its Affiliates, the Employee Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential InformationInformation (as defined below). The Employee Executive agrees that the Employee Executive shall not, without the prior written consent of the Company, during the period of the Employment Term Executive’s employment with the Company and its Affiliates and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person (as defined in Section 13(d) of the Securities Exchange Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zy) as ordered by a court, provided that in any event described in the preceding clause (yx) or (zy), (A) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) or its Affiliates in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company and its Affiliates shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Executive and the Company or any of its Affiliates, except that the Employee Executive may disclose information concerning such dispute to the court that is considering such dispute or and to the EmployeeExecutive’s legal counsel (counsel, provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-know how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and ; product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development, including processes, formulas, designs, drawings, engineering and technology; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, whether during or after the Term, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogatories, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee shall Executive shall, unless prohibited by law, promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process, and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its Affiliates, including or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of Company, its Affiliates, or any funds or accounts managed by the foregoing, or their directors, officers, employeesinvestors, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; the record of investment performance of the accounts or funds managed by the Company or its respective Affiliates (“Track Records”); technical information or reports; brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer or investor lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plansplans or any analyses or plans relating to the acquisition, disposition or development of businesses, securities or assets of the Company or its Affiliates; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; contracts and supplier lists. Confidential Information shall not include such Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information known to the Employee prior to the Employee’s involvement with concerning, any dispute between Executive and the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any of its Affiliates or such information rightfully obtained from a third party (other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or such dispute). Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any other duty one individual and are the exclusive property of confidentiality)the Company and its Affiliates, and agrees that he shall in no event claim the Track Records as his own following termination of his employment for the Company.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term Executive acknowledges that Executive shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets. Executive acknowledges that the Employee has had and will continue to have access toConfidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employmentdeposition, (y) as required by law or (z) as ordered by a courtinterrogation, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedyinformation or documents in legal proceedings, (B) in the event that such protective order subpoena, civil investigative demand, governmental or remedy is not obtainedregulatory process or similar process, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall Executive may disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) disclosed. Notwithstanding anything in this agreement to the extent permitted by applicable lawcontrary, except for information that Executive is required to keep confidential as an attorney for the Company, this Agreement does not prohibit Executive from providing truthful testimony or accurate information in connection with any investigation being conducted into the business or operations of the Company shall by any government agency or other regulator that is responsible for enforcing a law on behalf of the government or otherwise providing information to the appropriate government regulatory agency or body regarding conduct or action undertaken or omitted to be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested taken by the Company from time that Executive reasonably believes is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to time and upon the Company. Executive’s obligations under this Section 6 shall continue beyond the termination of the Employment Term Executive’s employment with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective expiration of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredTerm. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of its AffiliatesCompany, including including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of its AffiliatesCompany, or their directors, officers, employees, its customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary for the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company Employee acknowledges that Employer may disclose certain confidential information to Employee during the Agreement Term to enable him to perform his duties hereunder, and the Employee agree hereby covenants and agrees that, during the course subject to subparagraph (b) of the Employment Term with the Companythis Section, the Employee has had and he will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the CompanyEmployer, during the period of the Employment Agreement Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate except in connection with the proper performance by the Employee of the his duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (yhereunder) or (z)at any time thereafter, (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order disclose or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required permit to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information any third party by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination any method whatsoever any of the Employment Term with confidential information of Employer. For purposes of the CompanyAgreement, the Employee "confidential information" shall promptly deliver to the Company include, but not be limited to, any and all copies records, notes, memoranda, data, writings, research, personnel information, customer information, clearing members' information, Employer's financial information and embodiments, in whatever form (including electronic), of all Confidential Information plans in the Employee’s possession or control irrespective of Employer that have not been published or disclosed to the location general public or form the commodities futures industry. If Employee fails to comply with any provisions of such material andthis paragraph, if requested by the Companywhich failure (i) is inadvertent or unintentional, shall provide the Company with written confirmation that all such materials have been so delivered. or (ii) Without limiting the foregoingoccurs notwithstanding Employee's good faith effort to comply with paragraph, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For does not, and is not likely to, result in material loss to Employer, then such failure shall not constitute a violation of any provision, covenant or agreement of this paragraph, for any purposes of this Agreement. (b) Clause (a), “Confidential Information” means informationabove, observations shall not be applicable if and data concerning to the business extent Employee is required to testify in a legislative, judicial or regulatory proceeding pursuant to an order of Congress, any state or local legislature, a judge, or an administrative law judge issued after Employee and affairs his legal counsel have, by all legal means, resisted such order. Employee will promptly notify Employer, so that Employer will have sufficient time to intervene or otherwise protect its interests, of the Company commencement of a proceeding or any action which might result in an order requiring the disclosure of its Affiliates, including all business confidential information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the by Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, whether during or after the Employment Period, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee shall Executive shall, unless prohibited by law, promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its Affiliates, including or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of Company, its Affiliates, or any funds or accounts managed by the foregoing, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; investment performance of the accounts managed by the Company or its respective Affiliates (“Track Records”); technical information or reports; brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer or investor lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plansanalyses or plans relating to the acquisition or development of businesses, or relating to the sale of Subsidiaries or Company assets; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation compensation, employee evaluations, or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information known to the Employee prior to the Employee’s involvement with concerning, any dispute between Executive and the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any of its Affiliates or such information rightfully obtained from a third party (other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or such dispute). Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any other duty one individual and are the exclusive property of confidentiality)the Company and its Affiliates, and agrees that he shall in no event claim the Track Records as his own following termination of his employment for the Company.

Nondisclosure of Confidential Information. (ia) The Company Consultant acknowledges that Consultant is and the Employee agree that, during the course of the Employment Term shall become familiar with the Company’s Confidential Information, the Employee has had and will continue to have access toincluding trade secrets, and has gained that Consultant’s services are of special, unique and will continue extraordinary value to gain knowledge with respect tothe Company. Consultant acknowledges that the Confidential Information obtained by Consultant while providing services to the Company is the property of the Company. Therefore, Confidential Information. The Employee Consultant agrees that the Employee Consultant shall not, not disclose to any unauthorized Person or use for Consultant’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Consultant’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Consultant receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogatory, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Consultant shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Consultant shall disclose only that portion of the Confidential Information thatwhich, in the written opinion advice of the EmployeeConsultant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of its AffiliatesCompany, including including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of its AffiliatesCompany, or their directors, officers, employees, its customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeConsultant’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Consultant prior to the EmployeeConsultant’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Consultant of this Agreement Agreement). Without limiting the foregoing, Consultant agrees to keep confidential the existence of, and any information concerning, any dispute between Consultant and the Company, except that Consultant may disclose information concerning such dispute to his immediate family, to the court that is considering such dispute or to Consultant’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that all Confidential Information of the Company and its Affiliates obtained by Executive while employed by the Employee agree that, during Company or its Affiliates (both prior to and following the course date hereof) are the property of the Employment Term with Company and/or such Affiliates, as applicable. Therefore, for so long as Executive serves as an officer, director or employee of the CompanyCompany or any of its Affiliates and at all times thereafter, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall notnot copy and distribute, furnish or otherwise disclose to any unauthorized Person or utilize, any Confidential Information without the prior written consent of (x) the Company, during President of Parent or his or her duly authorized designee (in the period case of the Employment Term with Confidential Information of Parent or its Affiliates (other than the Company and thereafter for so long as it remains its Subsidiaries)) and (y) the Company Board (in the case of Confidential Information of the Company and its Subsidiaries), other than in a good faith effort to promote the interests of the Company and its Affiliates, unless and to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, that any Confidential InformationInformation becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions or as required by law or as ordered by a court; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z)such event, (A) the Employee Executive shall promptly notify in writing the Company in writingor Parent (as the case may be), and consult with and assist the Company or Parent (at as the Company’s sole cost) case may be), in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives or Parent (as the case may be), waive compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise its commercially reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company or Parent (as the case may be), shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means all secret, confidential or proprietary information, observations and knowledge or data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates of or relating to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has or has had or may have a business relationship or owes or has owed a duty of confidentiality, or their respective businesses or productsproducts (current, former and prospective), and that is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such Without limiting the foregoing, the existence of, and any information known to the Employee prior to the Employee’s involvement with concerning, any dispute between Executive and the Company or any of its Affiliates shall constitute Confidential Information, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information rightfully obtained from a third party (other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or any other duty of confidentialitysuch dispute).

Nondisclosure of Confidential Information. Employee shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Employee during Employee’s employment by the Company and shall use such Confidential Information solely within the scope of his employment with and for the exclusive benefit of the Company. Employee agrees (i) The Company and the Employee agree thatnot to communicate, during the course of the Employment Term with divulge or make available to any person or entity (other than the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, ) any such Confidential Information. The Employee agrees that the Employee shall not, without except upon the prior written consent authorization of the Company, during the period of the Employment Term with the Company and thereafter for so long Superior or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zii) as ordered by a courtat the end of the Employment Period, provided to deliver promptly to the Company any Confidential Information in his possession, including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. In the event that in the provisions of any event described in applicable law or the preceding clause (y) order of any court would require Employee to disclose or (z)otherwise make available any Confidential Information, (A) whether during the Employment Period or thereafter, then Employee shall promptly notify give Superior prompt prior written notice of such required disclosure (including a copy of the Company in writingdisclosure request, if applicable) and consult with and assist an opportunity to contest the Company (at the Company’s sole cost) in seeking requirement of such disclosure or apply for a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded respect to such Confidential Information by appropriate proceedings. In accordance with the receiving Person or entity Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and (C) to the extent permitted by other applicable law, nothing in this Agreement, or any other agreement or policy shall prevent Employee from, or expose Employee to criminal or civil liability under federal or state trade secret law for, (i) directly or indirectly sharing any of the Company shall be given an opportunity to review the Company’s trade secrets or other Confidential Information prior to disclosure thereof. As requested (except information protected by the Company from time Company’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to time and upon termination of the Employment Term with a subpoena or otherwise, without notice to the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoingdisclosing trade secrets in a complaint or other document filed in connection with a legal claim, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except provided that the filing is made under seal. Further, nothing herein shall prevent Employee may disclose from discussing or disclosing information concerning such dispute related to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution general job duties or defense of such dispute)responsibilities and/or regarding employee wages. (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Grantee acknowledges that during the course of the Employment Term Grantee’s employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee “Companies”) the Grantee has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Grantee hereby agrees and will continue acknowledges that the Grantee owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Grantee’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawGrantee will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Grantee’s duties to the Companies (provided the Grantee is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Grantee will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Grantee will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeGrantee’s possession or under the Grantee’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so delivered. (ii) Without limiting Confidential Information if the foregoingGrantee’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, term “Confidential Information” means information, observations and data concerning the business and affairs of the Company shall mean any information used by or any of its Affiliates, including all business information (whether belonging or not in written form) that relates relating to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and Companies that is not known generally to the public generally other than as industry in which the Companies are, or may be, engaged and which the Companies maintain on a result of confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the Employee’s breach of this Agreementbusiness and services, including technical information any employee information, customer lists and records, business processes, procedures or reports; trade secrets; unwritten knowledge and “standards, know-how”; operating instructions; training , manuals; customer lists, if applicable; customer buying records and habits; product sales records and documentsbusiness strategies, and product developmentrecords, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to that the Employee prior to Companies advise the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Grantee should be treated as confidential.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, NASDAQ, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms other satisfactory assurance of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose for any such information other than as necessary compelled to be disclosed. In the prosecution or defense event of such dispute). (iii) For purposes termination of this Agreement, “Confidential Information” means informationeach party shall use all reasonable efforts to cause to be delivered to the other parties, observations and data concerning to retain no copies of, any documents, work papers and other materials obtained by such party or on such party's behalf during the business and affairs conduct of the Company matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of its Affiliatesthe agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, including all business information (whether or the exact amount of which may be impossible to ascertain, and that, for such reason, among others, the parties shall be entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such agreements. Such rights to any injunction shall be in addition to, and not in written form) that relates to the Company or any of its Affiliateslimitation of, or their directors, officers, employees, customers, suppliers or contractors or any other third rights and remedies the parties with respect to which the Company or may have against each other. The provisions of this Section 15.1 shall survive any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, acknowledges that during the course of the Employment Term Employee's employment with the Company, the Employee has had and or will continue to have access toto and knowledge of certain information that the Company considers confidential, and has gained the release of such information to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees acknowledges that the Employee shall notowes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of after the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term 's employment with the Company, the Employee shall promptly deliver will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct the Employee's duties hereunder, provided the Employee is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Employee will use reasonable best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person. The Employee will return to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s 's possession or under the Employee's control irrespective of the location or form of such material and, if requested by the Company, shall provide whenever the Company with written confirmation that shall so request, and in any event will promptly return all such materials have been so delivered. (ii) Without limiting Confidential Information if the foregoingEmployee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the Employee agrees to keep confidential the existence of, and term "Confidential Information" shall mean any information concerning, any dispute between the Employee and the Company used by or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute belonging or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates relating to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and affiliates that is not known generally to the public generally other than as industry in which the Company is or may be engaged and which the Company maintains on a result of confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the Employee’s breach of this AgreementCompany's business and services, including technical information employee information, customer lists and records, business processes, procedures or reports; trade secrets; unwritten knowledge and “standards, know-how”; operating instructions; training , manuals; customer lists, if applicable; customer buying records and habits; product sales records and documentsbusiness strategies, and product developmentrecords, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; financial information, in each case whether or not reduced to writing or stored electronically, as well as any information relating to pricingthat the Company advises the Employee should be treated as confidential information. Further, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully which is independently obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other whose disclosure violates no duty of confidentiality)confidentiality to the Company.

Nondisclosure of Confidential Information. (ia) The Company and the Employee Executive agree that, during the course of the Employment Term Executive’s employment with the Company, the Employee has had and Executive will continue to have access to, and has gained and will continue to gain knowledge with respect to, the Company’s Confidential InformationInformation (as defined below). The Employee Executive agrees that the Employee shall notExecutive will not (except as may be required by law), without the prior written consent of the Company, Company during the period of the Employment Term Executive’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee Executive of the Executive’s duties of the Employee’s employment, (y) under this Agreement or as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z)such event, (Ai) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (Ciii) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its Subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its Subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, the Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Executive and the Company or its Subsidiaries and Affiliates, except that the Executive may disclose information concerning such dispute to the court that is considering such dispute or to the Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without Without the prior written consent of the Company, during the period of the Employment Term with any information relating to the Company and thereafter for so long as it remains Confidential Information provided to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate Purchaser in connection with the performance by the Employee of the duties of the Employee’s employmentthis Agreement, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel persons nominated by the Purchaser to be elected to the Board of Directors, which is either confidential, proprietary, or otherwise not generally available to the public (provided but excluding information the Purchaser has obtained independently from third-party sources without the Purchaser's knowledge that such counsel agrees the source has violated any fiduciary or other duty not to disclose any such information other than as necessary to information) (the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “"Confidential Information” means information, observations ") will be kept confidential by the Purchaser and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customersand representatives (collectively, suppliers "Representatives"), using the same standard of care in safeguarding the Confidential Information as the Purchaser employs in protecting its own proprietary information which such Purchaser desires not to disseminate or contractors or publish, and will not be disclosed to any other third parties with respect Person, except for Representatives of the Purchaser who need to which know such Confidential Information. It is understood (i) that such Representatives shall be informed by the Company or Purchaser of the confidential nature of the Confidential Information, (ii) that such Representatives shall be bound by the provisions of this Section 7.1 as a condition of receiving the Confidential Information and (iii) that, in any event, the Purchaser shall be responsible for any breach of this Agreement by any of its Affiliates has a business relationship or owes a duty their Representatives. (b) Without the prior consent of confidentialitythe Company, or their respective businesses or products, and that is not known to the public generally other than as a result required by applicable law, the Purchaser will not, and will direct their Representatives not to, disclose to any Person either the fact that the Confidential Information has been made available to the Purchaser or that the Purchaser has inspected any portion of the Employee’s breach of this AgreementConfidential Information. (c) If the Purchaser or its Representatives are requested or required (by oral question, including technical interrogatories, requests for information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product developmentsubpoena, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating civil investigative demand or similar process) to pricingdisclose any Confidential Information, competitive strategies and new product development; information relating such Purchaser will, as soon as practicable, notify the Company of such request or requirement so that the Company may seek an appropriate protective order. If, in the absence of a protective order, such Purchaser or its Representatives are, in the opinion of such Purchaser's counsel, compelled to any forms disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant penalty, such Purchaser may disclose only such of compensation the Confidential Information to the party compelling disclosure as is required by law. The Purchaser shall not be liable for the disclosure of Confidential Information pursuant to the preceding sentence. The Purchaser will, at the Company's expense, cooperate with the Company's reasonable efforts to obtain a protective order or other personnel-related information; contracts; and supplier lists. reliable assurance that confidential treatment will be accorded the Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Information.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company and its subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its subsidiaries and Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, Executive and the Company each agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company or its subsidiaries and Affiliates, except that Executive and the Company each may disclose information concerning such dispute to the court that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during In the course of the Employment Term with Consultant’s involvement in Parent’s and the Company’s activities or otherwise, the Employee Consultant has had obtained and will continue to have access to, and has gained and will continue to gain knowledge with respect to, may obtain Confidential Information. All Confidential Information has been and shall be provided subject to the Consultant’s continuing obligation to protect the Confidential Information. In consideration of, and as a condition to, the Consultant’s continued access to and receipt of Confidential Information, and without prejudice to or limitation on any other confidentiality obligations imposed by agreement or by law, the Consultant undertakes to use Confidential Information, whenever provided, in accordance with any restrictions placed by the Company on its use or disclosure. The Employee Consultant hereby agrees that to hold in a fiduciary capacity for the Employee shall not, without the prior written consent benefit of the Company, during all Confidential Information that the period Consultant may acquire, learn, obtain or develop (or may have acquired, learned, obtained or developed) while an employee of or consultant to Parent or the Employment Term with Company. The Consultant shall not, while an employee of or consultant to Parent or the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawor at any time thereafter, use directly or discloseindirectly use, or knowingly permit any unauthorized Person to uselecture upon, publish, communicate, disclose or gain access tootherwise divulge, for the Consultant’s own benefit or for the benefit of any third party, any Confidential Information, other than: (i) as required by, or on behalf of, Parent or the Company in furtherance of Parent’s and the Company’s business, or otherwise with the advance written consent of a duly authorized officer of Parent and the Company; (ii) as required by law or as ordered by a court; provided, however, that in such event, or if the Employee may Consultant receives a request to disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Consultant shall promptly notify in writing the Company in writingCompany, and consult with and assist Parent and the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if Parent and the Company waives waive compliance with the terms of the preceding clause (A)hereof, the Employee Consultant shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeConsultant’s legal counsel, is legally required to be disclosed and shall exercise its commercially reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person person or entity and (C) to the extent permitted by applicable law, Parent and the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by ; or (iii) with respect to matters that are generally known to the Company from time to time and upon termination public other than as a result of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), Consultant’s breach of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement. (b) For purposes of this Agreement, “Confidential Information” means trade secrets and confidential or proprietary information, knowledge or data, whether or not reduced to writing or other tangible medium of expression, including confidential or proprietary matters relating to the business, operations and strategies (including products, services, processes, know-how, designs, developments, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship, plans for research and development, marketing and selling, reengineering, customers, contact persons, software, licenses, suppliers, possible new business ventures and/or expansion plans), financial affairs (including costs and profits, business plans, budgets and projections and related information) and organizational and personnel matters (including skills evaluations, compensation, personal employee information, personnel files, organizational structure, reporting lines, succession planning and historical records) of (i) Parent or the Company or (ii) customers, suppliers or contractors of Parent or the Company and any other third parties in respect of which Parent or the Company has a business relationship or owes a duty of confidentiality. Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Consultant and Parent or the Company or any of its Affiliatesshall constitute Confidential Information, except that the Employee Consultant may disclose information concerning such dispute to the court that is considering such dispute or to the EmployeeConsultant’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form (including electronic), of all minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for use in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach of this Agreement. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listspapers, if applicable; customer buying records and habits; product sales records and documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating provided to pricing, competitive strategies and new product development; information relating to any forms or created by him during the course of compensation or other personnel-related information; contracts; and supplier listshis employment with the Company. Confidential Information shall not include such information known to the Employee prior to This nondisclosure covenant is binding on the Employee’s involvement with , as well as his heirs, successors, and legal representatives, and will survive the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Consultant hereby acknowledges that during the course term of the Employment Term with Agreement, Consultant may, by virtue of Consultant’s performance of Consultant’s obligations under the CompanyAgreement, the Employee has had and will continue to learn, receive or have access to the Confidential Information of NJMEP and/or NJMEP’s customer(s). For purposes of the Agreement, Confidential Information shall mean all confidential information including, but not limited to, product designs, product sources, product development techniques or plans, processes, machinery, know how, apparatus, compilations of information, philosophies, trademarks, inventions, trade secrets, future plans, copyrightable matter, records, sales, prices, discounts, costs, information and strategies, business acquisition plans, personnel data, drawings, diagrams, customer lists and similar information of a proprietary nature relating to any business or technology of NJMEP and/or NJMEP’s customer(s) if and when the same has gained and will continue been delineated and/or labeled “confidential” by NJMEP and/or its client prior to gain knowledge with respect to, Confidential Informationthe Consultant’s access to said information. The Employee Consultant hereby agrees that the Employee Confidential Information shall notbe and remain the exclusive property of NJMEP and/or NJMEP’s customer(s). Consultant further hereby agrees and covenants that Consultant shall not use the Confidential Information except to the extent necessary to perform the services to which the Consultant is obligated under the Agreement. More specifically, Consultant agrees and covenants that Consultant shall not in any way and/or for any purpose whatsoever, during or at any time subsequent to expiration or termination of the Agreement, directly or indirectly, reveal to any third party and/or use, for the benefit of Consultant or any third party, the Confidential Information of NJMEP and/or NJMEP’s customer(s). Consultant further agrees and covenants that Consultant will take all reasonable precautions to safeguard the confidential nature of the Confidential Information and to prevent the inadvertent disclosure thereof. Consultant shall make no copies of any Confidential Information without the prior written consent of the Company, during the period NJMEP. Upon expiration or termination of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or discloseAgreement, or knowingly permit at the request of NJMEP at any unauthorized Person to use, disclose or gain access totime, any and all copies of Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information thatwhatever medium, in the written opinion possession of the Employee’s legal counselConsultant, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded promptly returned to such NJMEP irrespective of whether said copies of Confidential Information were procured by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term Consultant with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), consent of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredNJMEP. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee's employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form minimum extent necessary to comply with any such court order; (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (iiiii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute Confidential Information to the court considering such dispute or to the Employee’s legal counsel (his attorneys and financial advisors, provided Employee advises his attorneys and financial advisors that such counsel agrees not Confidential Information is confidential and that by receiving such Confidential Information such attorneys and financial advisors are agreeing to disclose any be bound by this Section; or (iv) such information other than as necessary Confidential Information becomes generally known to and available for use in the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach . The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with the Company, provided however, that Employee shall be entitled to retain a copy of his personal rolodex. This nondisclosure covenant is binding on the Employee, as well as his heirs, successors, and legal representatives, and will survive any expiration or termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer liststhe end of employment, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms regardless of compensation the reason or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)circumstance.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s venue, booking and will continue to gain knowledge with respect tooperations information, artist and venue contracts, , production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered or by a courtgovernment authority to disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company minimum extent necessary to comply with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information court order or other than as necessary to the prosecution government authority; or defense of such dispute). (iii) For purposes of this Agreement, “such Confidential Information” means information, observations Information becomes generally known to and data concerning available for use in the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach . In addition to the foregoing, Employee shall have the right to disclose Confidential Information to his attorneys or accountants in the course of this Agreementtheir representation of Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listspapers, if applicable; customer buying records and habits; product sales records and documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating provided to pricing, competitive strategies and new product development; information relating to any forms or created by him during the course of compensation or other personnel-related information; contracts; and supplier listshis employment with the Company. Confidential Information shall not include such information known to the Employee prior to This nondisclosure covenant is binding on the Employee’s involvement with , as well as his heirs, successors, and legal representatives, and will survive the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, or knowingly permit any unauthorized Person Employee agrees and the Company agrees that the two (2) year period after the date Employee’s employment ends will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at A-3 agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company minimum extent necessary to comply with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution court order; or defense of such dispute). (iii) For purposes of this Agreement, “such Confidential Information” means information, observations Information becomes generally known to and data concerning available for use in the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to . The Employee further agrees that he will not during employment and/or at any forms of compensation or other personnel-related information; contracts; and supplier lists. time thereafter use such Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement in competing, directly or indirectly, with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).the

Nondisclosure of Confidential Information. (i) The Company and the Employee Executive agree that, during the course of the Employment Term Executive’s employment with the Company, the Employee Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, “Confidential Information” (as defined below). The Employee Executive agrees that the Employee Executive shall not, without the prior written consent of the Company, during the period of the Employment Term Executive’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person (as defined in Section 13(d) of the Securities Exchange Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zy) as ordered by a court, provided that in any event described in the preceding clause (yx) or (zy), (A) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the CompanyTermination Date, the Employee Executive shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the EmployeeExecutive’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddelivered to the Company. (ii) Without limiting the foregoing, the Employee Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Executive and the Company or any of its Affiliatesaffiliates, except that the Employee Executive may disclose information concerning such dispute to the court that is considering such dispute or to the EmployeeExecutive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliatesaffiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliatesaffiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; geologic concepts; exploration plans; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Affiliates affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s permits, landlord and has gained property owner information, marketing plans, growth strategies, target lists, performance goals, operational strategies, specialized training expertise, employee development, engineering information, sales information, terms of negotiated leases, client and will continue to gain knowledge with respect tocustomer lists, Confidential Information. The Employee agrees that the Employee shall notcontracts, without the prior written consent of the representation agreements, pricing information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, during information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists). Confidential Information shall not include such any data or information known which has been voluntarily disclosed to the public by Company (except where such disclosure has been made by Employee prior without authorization) or that has been independently developed and disclosed to the general public by others, or otherwise entered the public domain through lawful means. Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that: (i) it is necessary in connection with performing Employee’s involvement duties; or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the Company court order. Employee agrees to never use trade secrets in competing, directly or any of its Affiliates or information rightfully obtained from a third party indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. (other than pursuant to a breach by b) Employee understands, agrees and acknowledges that the Employee of provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other duty governmental authority, exercising Employee’s rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with a reasonable belief of confidentiality).any violations of law or regulation to a governmental authority or cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information. Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and,

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form minimum extent necessary to comply with any such court order; (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (iiiii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute Confidential Information to the court considering such dispute or to the Employee’s legal counsel (his attorneys and financial advisors, provided Employee advises his attorneys and financial advisors that such counsel agrees not Confidential Information is confidential and that by receiving such Confidential Information such attorneys and financial advisors are agreeing to disclose any be bound by this Section; or (iv) such information other than as necessary Confidential Information becomes generally known to and available for use in the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach . The Employee further agrees that he will not during employment use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with the Company, provided however, that Employee shall be entitled to retain a copy of his personal rolodex. This nondisclosure covenant is binding on the Employee, as well as his heirs, successors, and legal representatives, and will survive any expiration or termination of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer liststhe end of employment, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms regardless of compensation the reason or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)circumstance.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, whether during or after the Term, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee shall Executive shall, unless prohibited by law, promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process, and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its Affiliates, including or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of Company, its Affiliates, or any funds or accounts managed by the foregoing, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; investment performance of the accounts managed by the Company or its respective Affiliates “Track Records”; technical information or reports; brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; contracts and supplier lists. Confidential Information shall not include such Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information known to the Employee prior to the Employee’s involvement with concerning, any dispute between Executive and the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any of its Affiliates or such information rightfully obtained from a third party (other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or such dispute). Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any other duty one individual and are the exclusive property of confidentiality)the Company and its Affiliates, and agrees that he shall in no event claim the Track Records as his own following termination of his employment for the Company.

Nondisclosure of Confidential Information. (a) Seller acknowledges that (i) The Company has a legitimate and continuing proprietary interest in the Employee agree thatConfidential Information that Company has acquired for significant consideration; and (ii) in order to guard such interest of Company, it is necessary for Company to protect all Confidential Information. Seller agrees that his obligations under Section 1.3(b) of this Agreement shall be absolute and unconditional. (b) Seller shall not, directly or indirectly, during the course of the Employment Term with the CompanyRestricted Period, the Employee has had and will continue to have access touse, exploit, publish or otherwise disclose in any manner any Confidential Information, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains otherwise keep all Confidential Information confidential. Notwithstanding the foregoing, Seller shall be entitled to the greatest extent permitted disclose Confidential Information as may be required by applicable law, use including a subpoena or disclose, court or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a courtadministrative order, provided that in any event described in the preceding clause (y) such case Seller shall use reasonable efforts to give advance written notice of any such disclosure to Company and Chayrs. In addition, Seller shall be entitled to use or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, necessary to (i) prepare tax returns of Seller or (ii) to enforce its rights under the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time Stock Purchase Agreement and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other documents executed in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredconnection therewith. (iic) Without limiting Seller acknowledges that all physical property of the foregoingBusiness in the direct or indirect possession of any Seller, the Employee agrees to keep confidential the existence ofincluding all documents, files, software, development work computer programs and databases, processes, techniques and procedures, and any information concerningrelated documentation, any dispute between compilations of information, records, specifications, equipment and similar items relating to the Employee and the Company Business or any of its Affiliatesthe Customers, except that whether or not prepared by Seller and whether or not such property is Confidential Information, (i) is and shall remain the Employee may disclose information concerning such dispute to exclusive property of the court considering such dispute or to Business and (ii) shall not be removed from the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to premises of the prosecution or defense of such dispute). (iii) Business. For purposes of this Agreement, “Confidential Information” means information, observations Section 1.3 and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach Section 1.5 of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; "Customers" shall mean any customer lists, if applicable; customer buying records and habits; product sales records and documentsof the Company, and product developmenttheir --------- respective affiliates, marketing successors, and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricingassigns, competitive strategies as of the date hereof and new product development; information relating to any forms as of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Employment Agreement's Expiration Date.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company and its subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term Company or its subsidiaries and Affiliates, as applicable. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information, except in connection with the Companyperformance of his duties under this Agreement or the enforcement of his rights under this Agreement, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall notas may be required by law or otherwise, without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, . that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, Executive and the Company each agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company or its subsidiaries and Affiliates, except that Executive and the Company each may disclose information concerning such dispute to the court that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term Executive acknowledges that Executive shall become familiar with the Company’s Confidential Information (as defined below), including trade secrets. Executive acknowledges that the Employee has had and will continue to have access toConfidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, if permitted by law, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of its AffiliatesCompany, including including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of its AffiliatesCompany, or their directors, officers, employees, its customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary for the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (a) The Executive agrees to treat as confidential and retain in the strictest confidence and shall not use, divulge, disclose or make accessible to any other firm, partnership, corporation or any other person or entity outside the Company any Confidential Information (as hereinafter defined), except (i) The while employed by the Company and in the Employee agree thatbusiness of and for the benefit of the Company, (ii) when such information is in the public domain through no fault of the Executive, or (iii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. The Executive agrees to exercise his best efforts to prevent the unauthorized use of Confidential Information and to ensure that Confidential Information shall be stored at locations and under such conditions as to reasonably prevent the unauthorized disclosure, use or duplication of such information and materials. All Confidential Information disclosed by the Company to the Executive under this Agreement (including, or without limitation, information incorporated in computer software or held in electronic storage media) shall be and remain the exclusive property of the Company. All such Confidential Information shall not be retained in any form by the Executive for personal use or otherwise and all physical embodiments and copies thereof shall be returned to the Company at its request unless, at the Company's option, the Company instructs the Executive to destroy all or any part of the same. Upon termination of the Executive's services with the Company, all Confidential Information, memoranda, notes, records, reports, papers, drawings, designs, computer files or programs in any media, and other documents (and all copies) relating to the business of the Company or its clients, and all associated property other than material published by the Company for the general public then in the Executive's possession, whether prepared by the Executive or others, will be returned to the Company. (b) For the purposes of this Agreement, "Confidential Information" means as of any date all information in whatever form transmitted relating to the past, present or proposed future business affairs of the Company and its affiliates or another party whose information the Company has in its possession under obligation of confidentiality, which is disclosed by the Company and its affiliates to the Executive, or which is produced or developed during the employment relationship including, without limitation, trade secrets, computer programs, product and production planning, customer lists, research, development, business plans, pricing and fee policies, information relating to operations, systems, security, merchandising, marketing, affiliate relations, products, financial data, and specialized knowledge, data or property concerning any idea, invention, discovery, process, program or service or product provided, used, developed, investigated, manufactured or considered by the Company, its affiliates or its customers during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent employment of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested Executive by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoingwhether commercial or experimental or patented, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether patentable or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to and which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)publicly available.

Nondisclosure of Confidential Information. (i) The Executive shall not, whether during or after employment, disclose to any person or entity or use, any information not in the public domain, in any form, acquired by the Executive while he was employed or associated with the Company and or the Employee agree thatAAC Operating Companies or, during if acquired following the course termination of such association, such information which, to the Employment Term with Executive's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect toAAC Operating Companies or their business (the "Confidential Information"). By way of illustration but not limitation, Confidential Information. The Employee agrees that Information may include trade secrets, Charged Off Accounts supplier lists, collection methods, information regarding bulk purchases of Charged Off Accounts, employee compensation arrangements, business practices, plans, policies, secret inventions, processes and compilations of information, records and specifications, as well as information related to the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with management policies and plans for the Company and thereafter for so long as it remains or the AAC Operating Companies. (ii) Notwithstanding the foregoing, the restrictions in subsection (b)(i) of this Section 7 are not applicable to the disclosure of use of Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), following: (A) in the Employee shall promptly notify course of faithfully performing the Company in writing, and consult with and assist the Company (at Executive's duties as an employee of the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, ; (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the Company's express written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and consent; (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the that any such Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information is in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally domain other than as a result of the Employee’s Executive's breach of this Agreementany of his obligations hereunder; or (D) where required to be disclosed by court order, including technical information subpoena or reports; trade secrets; unwritten knowledge other governmental process. In the event that the Executive shall be required to make disclosure pursuant to the provisions of clause (D) of the preceding sentence, the Executive promptly (but in no event more than forty-eight (48) hours after learning of such subpoena, court order, or other governmental process) shall notify the Company in writing, by personal delivery or by facsimile, confirmed by mail or by certified mail, return receipt requested. (iii) The Executive agrees and “know-how”; operating instructions; training manuals; customer listsacknowledges that all of such Confidential Information, if applicable; customer buying records and habits; product sales records and documentsin any form, and product developmentcopies and extracts thereof are and shall remain the sole and exclusive property of the Company, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating the Executive shall on request return to pricing, competitive strategies the Company the originals and new product development; information relating to all copies of any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known provided to or acquired by the Executive in connection with his association with the AAC Operating Companies or the Company, and shall return to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (all files, correspondence and/or other than pursuant to a breach communications received, maintained and/or originated by the Employee Executive during the course of this Agreement or any other duty of confidentiality)such association.

Nondisclosure of Confidential Information. (i) The Company and In the Employee agree thatperformance of his duties, during the course of the Employment Term with the Company, the Employee Xxxxxx has had and will continue to have access topreviously had, and has gained and will continue may be expected in the future to gain knowledge with respect tohave, Confidential Information. The Employee agrees that access to the Employee shall notproprietary information, without the prior written consent technical data, trade secrets or know-how of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawits Affiliates, use or discloseincluding, or knowingly permit any unauthorized Person to use, disclose or gain access but not limited to, research, products and product designs, methods, strategies, customer data, documents, notes, working papers, records, systems, contracts, agreements, market data and related information, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering information, hardware configuration information, marketing plans, finances, pricing and credit documents and policies, service development techniques or plans, business acquisition plans, new personnel acquisition plans or other business information presently owned or at any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance time hereafter developed by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except agents or consultants or used presently or at any time hereafter in the course of the Business, that are not otherwise part of the Employee may disclose information concerning public domain (collectively, the “Confidential Information”). All such dispute Confidential Information is considered secret and has been and/or will be disclosed to Xxxxxx in confidence, and Xxxxxx acknowledges that, as a consequence of his employment and position with the Company, Xxxxxx will have access to and become acquainted with Confidential Information. Except in the performance of his duties to the court considering such dispute Company, Xxxxxx shall not, during the term of this Agreement and at all times thereafter, directly or to the Employee’s legal counsel (provided that such counsel agrees not to indirectly for any reason whatsoever, disclose or use any such information Confidential Information. All records, files, drawings, documents, equipment and other than as necessary tangible items, wherever located, relating in any way to or containing Confidential Information, which Xxxxxx has prepared, used or encountered or shall in the prosecution future prepare, use or defense of such dispute). (iii) For purposes encounter, shall be and remain the Company’s sole and exclusive property and shall be included in the Confidential Information. Upon termination of this Agreement, “or whenever requested by the Company, Xxxxxx shall promptly deliver to the Company any and all of the Confidential Information” means informationInformation and copies thereof, observations not previously delivered to the Company, that may be in the possession or under the control of Xxxxxx. The foregoing restrictions shall not apply to the use, divulgence, disclosure or grant of access to Confidential Information to the extent, but only to the extent, (i) expressly permitted or required pursuant to any other written agreement between Xxxxxx and data concerning the business Company (and/or any of the Company’s Affiliates), (ii) such Confidential Information which has become publicly known and affairs made generally available through no wrongful act of Xxxxxx or of others who were under confidentiality obligations as to the item or items involved, (iii) Xxxxxx’ general skills and education, and know-how of broad application known to Xxxxxx or independently developed by Xxxxxx prior to Xxxxxx’ employment by the Company or (iv) Xxxxxx is required to disclose Confidential Information by or to any court of its Affiliatescompetent jurisdiction or any governmental or quasi-governmental agency, including all business information (whether authority or not in written form) instrumentality of competent jurisdiction, provided, that relates Xxxxxx shall, prior to any such disclosure, immediately notify the Company or any of its Affiliatessuch requirement and provided further, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which that the Company or shall have the right, at its expense, to object to such disclosures and to seek confidential treatment of any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information to be so disclosed on such terms as it shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)determine.

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access to, be in position to receive and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains develop Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of during the Employee’s employment, (y) tenure as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms an employee of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that . As long as the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs is an employee of the Company or any of its Affiliates, including the Employee shall hold in a fiduciary capacity for the benefit of the Company all business information Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of his duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not in communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written formconsent of the Company or as may be required by law or legal process, and (b) that relates deliver promptly to the Company upon its written request any Confidential Information in his possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that Employee need not deliver to the Company, and may retain, one copy of any of its Affiliatespersonal diaries, calendars, or their directors, officers, employees, customers, suppliers personal notes of correspondence. If the provisions of any applicable law or contractors the order of any court would require the Employee to disclose or otherwise make available any Confidential Information to a governmental authority or to any other third parties party, the Employee shall give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the requirement of such disclosure or apply for a protective order with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. such Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)appropriate proceedings.

Nondisclosure of Confidential Information. (i) The Company and the Employee parties agree that, during the course of the Employment Term Executive’s employment with the CompanyCompany and its Affiliates, the Employee has had and Executive will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential InformationInformation (as defined below). The Employee Executive agrees that the Employee Executive shall not, without the prior written consent of the Company, during the period of the Employment Term Executive’s employment with the Company and its Affiliates and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zy) as ordered by a court, provided that in any event described in the preceding clause (yx) or (zy), (A) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) or its Affiliates in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity person and (C) to the extent permitted by applicable law, the Company and its Affiliates shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Executive and the Company or any of its Affiliates, except that the Employee Executive may disclose information concerning such dispute to the court that is considering such dispute or and to the EmployeeExecutive’s legal counsel (counsel, provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-know how”; ” operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and ; product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development, including processes, formulas, designs, drawings, engineering and technology; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, Employee agrees and the Company agrees that the five (5) year period after the date Employee’s employment ends (or knowingly permit any unauthorized Person such longer period as may be permitted under applicable law) will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) a. The Company and the Employee parties agree that, during the course of the Employment Term Executive’s employment with the Company, the Employee Bank and their respective Affiliates, Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, “Confidential Information” (as defined below). The Employee Executive agrees that the Employee Executive shall not, without the prior written consent of the Company, during the period of the Employment Term Executive’s employment with the Company Company, the Bank and their respective Affiliates and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person (as defined in Section 13(d) of the Exchange Act) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zy) as ordered by a court, provided that in any event described in the preceding clause (yx) or (zy), (A) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) b. Without limiting the foregoing, the Employee Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Executive and the Company Company, the Bank or any of its their Affiliates, except that the Employee Executive may disclose information concerning such dispute to the court in connection with any proceeding, including in any court, that is considering such dispute or and to the EmployeeExecutive’s legal counsel (provided that such counsel agrees not to disclose any such information other than as the extent necessary to the prosecution or defense of such dispute). (iii) c. For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company Company, the Bank or any of its their Affiliates, including all business information (whether or not in written form) that relates to the Company Company, the Bank or any of its their Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company Company, the Bank or any of its their Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and ; product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development, including processes, formulas, designs, drawings, engineering and technology; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company Company, the Bank or any of its their Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement or any other duty of confidentiality). Furthermore, Confidential Information shall not include information that: (a) is or becomes available to the public generally, other than as a result of disclosure by Executive in breach of the terms of this Agreement; or (b) becomes available to Executive from a source other than the Company, the Bank or any of their Affiliates, including prior to the date hereof, provided that such source is not bound by a confidentiality agreement with or does not have a contractual, legal or fiduciary obligation of confidentiality to the Company, the Bank or any of their Affiliates or any other person with respect to such information.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company minimum extent necessary to comply with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution court order; or defense of such dispute). (iii) For purposes of this Agreement, “such Confidential Information” means information, observations Information becomes generally known to and data concerning available for use in the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach of this Agreement. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listspapers, if applicable; customer buying records and habits; product sales records and documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating provided to pricing, competitive strategies and new product development; information relating to any forms or created by him during the course of compensation or other personnel-related information; contracts; and supplier listshis employment with the Company. Confidential Information shall not include such information known to the Employee prior to This nondisclosure covenant is binding on the Employee’s involvement with , as well as his heirs, successors, and legal representatives, and will survive the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee termination of this Agreement for any reason, or any other duty end of confidentiality)employment, regardless of the reason or circumstance.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by the Executive while employed by the Company and its subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its subsidiaries and Affiliates, as applicable. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized person or entity or use for the Executive’s own purposes any Confidential Information without the prior written consent of the Company, during unless and to the period extent that the aforementioned matters (i) become generally known to and available for use by the public other than as a result of the Employment Term Executive’s acts or omissions in violation of this Agreement or (ii) were within the Executive’s possession prior to its being obtained by the Executive in the course of the Executive’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationits subsidiaries and Affiliates; provided, however, that if the Employee may Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives waive compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, the Executive agrees to keep confidential the existence of, and any information concerning, any dispute between the Executive and the Company or its subsidiaries and Affiliates, except that the Executive may disclose information concerning such dispute to the court that is considering such dispute or to the Executive’s legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s permits, landlord and has gained property owner information, marketing plans, growth strategies, target lists, performance goals, operational strategies, specialized training expertise, employee development, engineering information, sales information, terms of negotiated leases, client and will continue to gain knowledge with respect tocustomer lists, Confidential Information. The Employee agrees that the Employee shall notcontracts, without the prior written consent of the representation agreements, pricing information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, during information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists). Confidential Information shall not include such any data or information known which has been voluntarily disclosed to the public by Company (except where such disclosure has been made by Employee prior without authorization) or that has been independently developed and disclosed to the general public by others, or otherwise entered the public domain through lawful means. Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that: (i) it is necessary in connection with performing Employee’s involvement duties; or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the Company court order. Employee agrees to never use trade secrets in competing, directly or any of its Affiliates or information rightfully obtained from a third party indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. (other than pursuant to a breach by b) Employee understands, agrees and acknowledges that the Employee of provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other duty governmental authority, exercising Employee’s rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with a reasonable belief of confidentiality).any violations of law or regulation to a governmental authority, cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information, or making any other disclosures that are protected under the whistleblower provisions of any applicable law, rule or regulation. Employee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and,

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term acknowledges that from time to time Employee may have been provided with the Company, the Employee has had ’s Trade Secrets and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee further acknowledges Employee’s fiduciary obligations in respect thereof. Without limiting the scope of such fiduciary obligations, Employee agrees that the that, unless compelled to do so by applicable law, Employee shall will not, at any time or in any manner, directly or indirectly, use for Employee’s own benefit or the benefit of any other person or entity, or otherwise divulge, disclose, or communicate to any person or entity including, without limitation, the media or by way of the World Wide Web, any information concerning any Trade Secret or Confidential Information of the Company (as defined in the Employment Agreement) without the prior express written consent of the Company. However, during the period terms and conditions of the Employment Term Employee’s own employment with the Company are not considered Confidential Information. Moreover, nothing in this Section or elsewhere in this Agreement precludes Employee from providing any such information voluntarily and thereafter for so long in confidence to any regulatory, law enforcement or other government agency, including, without limitation, the U.S. Securities and Exchange Commission. The Employee represents and warrants that Employee has returned all Trade Secrets and Confidential Information, as it remains Confidential Information defined above, in Employee’s possession to the greatest extent permitted by applicable law, use or discloseCompany, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance shall by the Separation Date, and has not retained any copies. Employee acknowledges and agrees that each of the duties restrictions contained in this Section is reasonable and necessary in order to protect the legitimate interests of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingCompany, and consult with and assist the Company (at that a violation of any provision of this Section would cause irreparable harm to the Company’s sole cost) in seeking a protective order , which could not be quantified or request for another appropriate remedyadequately compensated through monetary relief. Accordingly, (B) in the event that such protective order of any violation or remedy is not obtained, or if the Company waives compliance with the terms threatened violation of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawthis Section, the Company shall be given authorized and entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief as well as an opportunity equitable accounting of all profits or benefits arising out of such violation and any damages for breach of this Agreement which may be applicable. The aforesaid rights and remedies shall be independent, severable and cumulative and shall be in addition to review the Confidential Information prior any other rights or remedies to disclosure thereof. As requested by which the Company from time to time may be entitled under this Agreement or applicable law. Employee acknowledges and upon termination agrees that the restrictions and representations in this Section are material terms of the Employment Term with the Company, the Employee shall promptly deliver this Agreement and were a material inducement to the Company all copies to agree to the consideration set forth in this Agreement. Employee further acknowledges and embodiments, agrees that the restrictions and representations set forth in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the this Section are fair and reasonable and will not prevent Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the from earning a livelihood. Employee and the Company or acknowledge and agree that, if any of its Affiliatesthe restrictions set forth in this Section, except that the Employee may disclose information concerning such dispute to the court considering such dispute either independently or to the Employee’s legal counsel (provided that such counsel agrees not to disclose in combination with any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes provision of this Agreement, “is held invalid for any reason, but would be valid if any of the words were deleted or their extent reduced or modified, then such restrictions shall apply with such modifications as may be necessary to make this Section enforceable. If incapable of reform, such provisions shall be severed from this Agreement, without affecting the enforceability of any other provision of this Agreement. In the event Employee or any of the Releasing Parties is required by law or legal process to disclose any Confidential Information” means information, observations Employee or any of the Releasing Parties shall provide prompt written notice of such (within five (5) business days) to the Company and data concerning cooperate with the business Company and affairs any other of the affected Released Parties so that legal protection for the Confidential Information may be sought. Notice to the Company shall be provided to Rxxxxx X. Xxxxxxxxxx, the Chairman of the Board of Directors of the Company or any at rxxxxx@xxx.xxx (with a copy, which shall not constitute notice, to Dxxxx Xxxxxx of its Affiliates, including all business information (whether or not in written form) Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP at dxxxxxx@xxxxxxxxxxxxxx.xxx). In the event that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that such protection is not known to the public generally other than as a result of obtained, the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement Releasing Parties’ compliance with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee non-disclosure provisions of this Agreement shall be waived only to the extent required to comply with such law or legal process, and the Employee or Releasing Parties’ will make their best efforts to ensure that confidential treatment will be accorded to any confidential information being disclosed. However, notwithstanding Employee’s confidentiality obligations to the Released Parties under this Agreement and otherwise, Employee understands that as provided by the Federal Defend Trade Secrets Act, Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of confidential information or a trade secret made: (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other duty of confidentiality)document filed in a lawsuit or other proceeding, if such filing is made under seal.

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access to, be in position to receive and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains develop Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of during the Employee’s employment, (y) tenure as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms an employee of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that . As long as the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs is an employee of the Company or any of its Affiliates, including the Employee shall hold in a fiduciary capacity for the benefit of the Company all business information Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of her duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not in communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written formconsent of the Company or as may be required by law or legal process, and (b) that relates deliver promptly to the Company upon its written request any Confidential Information in her possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that Employee need not deliver to the Company, and may retain, one copy of any of its Affiliatespersonal diaries, calendars, or their directors, officers, employees, customers, suppliers personal notes of correspondence. If the provisions of any applicable law or contractors the order of any court would require the Employee to disclose or otherwise make available any Confidential Information to a governmental authority or to any other third parties party, the Employee shall give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the requirement of such disclosure or apply for a protective order with respect to which such Confidential Information by appropriate proceedings. Notwithstanding the Company or any of its Affiliates has foregoing, and in accordance with 18 U.S.C. § 1833, nothing herein prohibits Employee (1) from disclosing Confidential Information (a) in confidence to a business relationship or owes a duty of confidentialityFederal, State, or their respective businesses local government official, either directly or productsindirectly, or to an attorney, and that is not known to (b) solely for the public generally purpose of reporting or investigating a suspected violation of law; or (2) from disclosing Confidential Information in a complaint or other than as document filed in a result of the Employee’s breach of this Agreement, including technical information lawsuit or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listsother proceeding, if applicable; customer buying records and habits; product sales records and documentssuch filing is made under seal. Disclosures to attorneys, and product developmentmade under seal, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)court order are also protected in certain circumstances under 18 U.S.C. § 1833.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, contracts, representation agreements, pricing and ratings information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that: (i) it is necessary in connection with performing Employee’s duties or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains only disclose Confidential Information to the greatest minimum extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person necessary to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection comply with the performance by the court order. Employee of the duties of the Employee’s employmentagrees to never use trade secrets in competing, (y) as required by law directly or (z) as ordered by a courtindirectly, provided that in any event described in the preceding clause (y) or (z)with Company. When employment ends, (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of will immediately return all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the to Company, shall provide the Company with written confirmation that all such materials have been so delivered. (iib) Without limiting the foregoingEmployee understands, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except acknowledges that the provisions in this Agreement do not prohibit or restrict Employee may disclose information concerning such dispute to from communicating with the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this AgreementDOJ, “Confidential Information” means informationSEC, observations and data concerning the business and affairs of the Company or any of its AffiliatesDOL, including all business information (whether or not in written form) that relates to the Company or any of its AffiliatesNLRB, or their directors, officers, employees, customers, suppliers or contractors EEOC or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitygovernmental authority, or their respective businesses or products, and that is not known to the public generally other than as a result of the exercising Employee’s breach rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with a reasonable belief of any violations of law or regulation to a governmental authority or cooperating with or participating in a legal proceeding relating to such violations. Company: ____ Employee: ____ (c) The terms of this Agreement, including technical information Section 4 shall survive the expiration or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee termination of this Agreement or for any other duty of confidentiality)reason. Further, this Section 4 shall not be applied to interfere with Employee’s Section 7 rights under the National Labor Relations Act.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed hereunder by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, whether during or after the Employment Period, disclose, share, transfer or provide access to any unauthorized Person or use for Executive’s own purposes or any unauthorized Person any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogatories, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee shall Executive shall, unless prohibited by law, promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business Company and affairs of the Company its Affiliates, or any of its Affiliatestheir respective present or former members, including partners, directors, employees or agents, or the family members thereof including, without limitation, all business information (whether or not in written form) that which relates to any of the Company foregoing Persons, or any of its Affiliates, or their directors, officers, employees, respective customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; investment performance of the accounts managed by the Company or its respective Affiliates (“Track Records”); technical information or reports; brand names, trademarks, formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer or investor lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plansanalyses or plans relating to the acquisition or development of businesses, or relating to the sale of Subsidiaries or Company assets; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation compensation, employee evaluations, or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such ; information known provided to Executive in confidence for the Employee prior purpose of providing legal advice to the Employee’s involvement with the Company or its Affiliates; and legal advice Executive has provided to the Company or its Affiliates. Without limiting the foregoing, Executive agrees to keep confidential the existence of and any of its Affiliates information concerning, any dispute between Executive and the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information rightfully obtained from concerning such dispute to a third party government agency or the court or arbitrator that is considering such dispute or to his legal counsel (provided that such counsel agrees not to disclose any such information other than pursuant as necessary to a breach by the Employee prosecution or defense of this Agreement or any other duty of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee he has had been and will continue to have be provided by Company with access toto certain confidential information, trade-secrets, and has gained other matters that are of a confidential and will continue proprietary nature, including but not limited to gain knowledge with respect toCompany’s customer list, vendors, suppliers, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee Company provides on an ongoing basis such Confidential Information as Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT/XXXXXXX — Page 9 Confidential Information remains confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside Company except to the greatest extent permitted by applicable law, that (i) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yii) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify the inform Company of such event, shall cooperate with Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request for another appropriate remedyto otherwise restrict such disclosure, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall and should only disclose only that portion of the Confidential Information that, in to the written opinion of the Employee’s legal counsel, is legally required minimum extent necessary to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to comply with any such court order; or (iii) such Confidential Information by the receiving Person or entity becomes generally known to and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information available for use in the Employee’s possession or control irrespective of the location or form of such material andindustry in which Company does business, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by Executive. Executive further agrees that he will not during employment and/or any time thereafter use the Employee’s breach of this AgreementConfidential Information in competing, directly or indirectly, with Company. At such time as Executive shall cease to be employed by Company, he will immediately turnover to Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listsall computers, if applicable; customer buying records and habits; product sales records and personal data devices, papers, documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing provided to or created by him during the course of his employment with Company. This nondisclosure covenant is binding on Executive, as well as his heirs, successors and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricinglegal representatives, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee will survive termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. The Executive acknowledges that the information, observations and data obtained by him while employed by Cinergy concerning the business or affairs of Cinergy (i) The Company unless and except to the Employee agree that, during extent the course foregoing become generally known to and available for use by the public other than as a result of the Employment Term with Executive’s acts or omissions to act, and except for Executive’s know-how and any information known to him prior to his employment) (hereinafter defined as “Confidential Information”) are the Companyproperty of Cinergy and he was and is required to hold in a fiduciary capacity all Confidential Information obtained by him while employed by Cinergy for the benefit of Cinergy as well as the successors and assigns thereof. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee he shall not, not disclose any Confidential Information without the prior written consent of the Company, during Chief Legal Officer or the period Chief Executive Officer of the Employment Term with the Company Cinergy Corp. (which may be withheld for any reason or no reason) unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) except to the extent permitted that such disclosure is required by applicable lawany subpoena or other legal process (in which event the Executive will give the Chief Legal Officer of Cinergy Corp. prompt notice of such subpoena or other legal process in order to permit Cinergy to seek appropriate protective orders), and that he shall not use any Confidential Information for his own account without the prior written consent of the Chief Executive Officer of Cinergy Corp. (which may be withheld for any reason or no reason). As soon as possible after his execution of this Agreement, the Company Executive shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in to the Employee’s possession or control irrespective attention of the location or form of such material andVice President, if requested by the CompanyHuman Resources, shall provide the Company with written confirmation that Cinergy Corp., 000 Xxxx Xxxxxx Xxxxxx, 00 XX XX, Xxxxxxxxxx, Xxxx 00000, all such materials have been so delivered. memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (iiand copies thereof) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute relating to the court considering such dispute Confidential Information, or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution work product or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business of Cinergy which he may possess or have under his control. The Executive’s obligations under this Section are in addition to, and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company limitation of or any preemption of, all other obligations of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to confidentiality which the Company Executive may have to Cinergy under general legal or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or productsequitable principles, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreementfederal, including technical information state or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)local law.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree thatExecutive shall not at any time disclose, during the course of the Employment Term with the Companyshare, the Employee has had and will continue transfer or provide access to have access toany unauthorized Person, and has gained and will continue to gain knowledge with respect toor use for Executive’s own purposes, any “Confidential Information. The Employee agrees that the Employee shall not, ” (as defined in Section 11(b) below) without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use or disclose, or knowingly permit any unauthorized Person the public other than as a result of Executive’s violation of duties owed to use, disclose or gain access to, any Confidential InformationHRG; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogatories, subpoena, civil investigative demand, governmental or appropriate in connection with the performance by the Employee of the duties of the Employee’s employmentregulatory process or similar process, (y) as required by law or (z) as ordered by a court, provided that request for information or documents in any event described in the preceding clause (y) judicial, arbitral, regulatory, self-regulatory, investigative, or (z)other proceeding, (A) the Employee shall Executive shall, unless prohibited by law or by a representative of any governmental, regulatory or self-regulatory authority, promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole costcost and expense) in seeking a protective order or request for another other appropriate remedy, (B) in the event that no such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in that he determines (on advice of counsel and at the written opinion of the EmployeeCompany’s legal counsel, sole cost and expense) is legally required to be disclosed and shall (at the Company’s sole cost and expense) exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential in respect of the receiving Person applicable proceeding or entity process, and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means shall mean confidential or proprietary information, observations and or data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) concerning the business or affairs of HRG or any Designated Entity that relates is not known to the Company public generally other than as a result of Executive’s breach of any obligation owed to HRG or any of its AffiliatesDesignated Entity, or their directors, officers, employeesincluding Confidential Information relating to: investors, customers, suppliers or contractors or any other third parties with in respect to of which the Company HRG or any of its Affiliates Designated Entity has a business relationship or owes a duty of confidentiality, or their respective businesses or products; investment methodologies, investment advisory contracts, fees and that is not known to fee schedules; the public generally other than as a result investment performance of the Employee’s breach of this Agreement, including accounts or funds managed by HRG or any Designated Entity (“Track Records”); technical information or reports; brand names, trademarks, formulas, or trade secrets; unwritten knowledge and “know-how”; operating instructions; , training manuals; , customer or investor lists, if applicable; or customer buying records and habits; product sales records and documents, and ; product development, marketing and sales strategies; market surveys; , marketing plans; , profitability analyses; analyses or product cost; long-range plansplans or any analyses or plans relating to the acquisition, disposition or development of businesses, securities or assets by HRG; information relating to pricing, competitive strategies and or new product development; information relating to any forms of compensation or to other personnel-related information; contracts; or to contracts and supplier lists. Confidential Information Executive acknowledges and agrees that the Track Records were the work of teams of individuals and not any one individual and are the exclusive property of HRG and the Designated Entities, and agrees that he shall not include such information known to in no event claim any Track Record as his own following the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality)Separation Date.

Nondisclosure of Confidential Information. (i) The Company and the Employee Participant agree that, during the course of the Employment Term Participant’s employment with the Company, the Employee Participant has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Participant agrees that the Employee Participant shall not, without the prior written consent of the Company, during the period of the Employment Term Participant’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Participant may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee Participant of the duties of the EmployeeParticipant’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Participant shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Participant shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeParticipant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term Participant’s employment with the Company, the Employee Participant shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the EmployeeParticipant’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute delivered to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute)Company. (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee Executive shall not, without whether during or after employment, disclose to any person or entity or use, any information not in the prior written consent of public domain, in any form, acquired by the Company, during the period of the Employment Term Executive while he was employed or associated with AACC and the Company and thereafter for so long as it remains or, if acquired following the termination of such association, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or AACC (the “Confidential Information “). By way of illustration but not limitation, Confidential Information may include trade secrets, supplier lists regarding Charged Off Accounts , collection methods, information regarding bulk purchases of Charged Off Accounts, employee compensation arrangements, business practices, plans, policies, secret inventions, processes and compilations of information, records and specifications, as well as information related to the greatest extent permitted by management policies and plans for AACC, the Company or their affiliates. (ii) Notwithstanding the foregoing, the restrictions in subsection (b)(i) of this Section 7 are not applicable law, to the disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose of Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), following: (A) in the Employee shall promptly notify course of faithfully performing the Company in writing, and consult Executive’s duties as an employee of the Company; (B) with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the express written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and consent; (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the that any such Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information is in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally domain other than as a result of the EmployeeExecutive’s breach of this Agreementany of his obligations hereunder; or (D) where required to be disclosed by court order, including technical information subpoena or reports; trade secrets; unwritten knowledge other governmental process. In the event that the Executive shall be required to make disclosure pursuant to the provisions of clause (D) of the preceding sentence, the Executive promptly (but in no event more than forty-eight (48) hours after learning of such subpoena, court order, or other governmental process) shall notify the Company in writing, by personal delivery or by facsimile, confirmed by mail or by certified mail, return receipt requested. (iii) The Executive agrees and “know-how”; operating instructions; training manuals; customer listsacknowledges that all of such Confidential Information, if applicable; customer buying records and habits; product sales records and documentsin any form, and product developmentcopies and extracts thereof are and shall remain the sole and exclusive property of AACC and the Company, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating the Executive shall on request return to pricing, competitive strategies the Company the originals and new product development; information relating to all copies of any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known provided to or acquired by the Executive in connection with his association with AACC or the Company, and shall return to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (all files, correspondence and/or other than pursuant to a breach communications received, maintained and/or originated by the Employee Executive during the course of this Agreement or any other duty of confidentiality)such association.

Nondisclosure of Confidential Information. (i) i. The Optionee acknowledges that the Confidential Information obtained by the Optionee while employed by the Company and its subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its subsidiaries and Affiliates, as applicable. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Optionee agrees that the Employee Optionee shall notnot disclose to any unauthorized Person or use for the Optionee’s own purposes any Confidential Information, except in connection with the performance of the Optionee’s duties to the Company or the enforcement of the Optionee’s rights under this Option Agreement, as may be required by law or otherwise, without the prior written consent of the Company, during unless and to the period extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use Optionee’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Option Agreement; provided, however, that if the Employee may Optionee receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (Ai) the Employee Optionee shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Optionee shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeOptionee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) . For purposes of this Option Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeOptionee’s breach of this Option Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Optionee prior to the EmployeeOptionee’s involvement with the Company or any of its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Optionee of this Agreement Option Agreement). Without limiting the foregoing, the Optionee and the Company each agrees to keep confidential the existence of, and any information concerning, any dispute between the Optionee and the Company or its subsidiaries and Affiliates, except that the Optionee and the Company each may disclose information concerning such dispute to the court that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s marketing plans, growth strategies, target lists, performance goals, operational and has gained programming strategies, specialized training expertise, employee development, engineering information, sales information, client and will continue to gain knowledge with respect tocustomer lists, contracts, representation agreements, pricing and ratings information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees acknowledges that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (xi) to a Person to whom the disclosure it is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the performing Employee’s employment, duties; or (yii) as Employee is required by law or (z) as ordered by a courtcourt order to disclose the Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the inform Company, if legally permissible, shall cooperate with Company in writing, and consult with and assist the Company to obtain a protective order or otherwise restrict disclosure (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy), (B) in and shall only disclose Confidential Information to the event that such protective order or remedy is not obtained, or if the Company waives compliance minimum extent necessary to comply with the terms of the preceding clause (A)court order. Employee agrees to never use trade secrets in competing, the directly or indirectly, with Company. When employment ends, Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of will immediately return all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the to Company, shall provide the Company with written confirmation that all such materials have been so delivered. (iib) Without limiting the foregoingEmployee understands, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except acknowledges that the provisions in this Agreement do not prohibit or restrict Employee may disclose information concerning such dispute to from communicating with the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this AgreementDOJ, “Confidential Information” means informationSEC, observations and data concerning the business and affairs of the Company or any of its AffiliatesDOL, including all business information (whether or not in written form) that relates to the Company or any of its AffiliatesNLRB, or their directors, officers, employees, customers, suppliers or contractors EEOC or any other third parties governmental authority, exercising Employee’s rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with respect a reasonable belief of any violations of law or regulation to which a governmental authority or cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information. Employee is hereby provided notice that under the Company 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or any civilly liable under Federal or State trade secret law for the disclosure of its Affiliates has a business relationship or owes trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a duty of confidentialityFederal, State, or their respective businesses local government official, either directly or productsindirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reportsmade public; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).and,

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Provider agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company it will hold in strict confidence and thereafter for so long as it remains Confidential Information not disclose to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, third party any Confidential Information, except as approved in writing by the Company; provided, however, that the Employee may Provider shall not be obligated to treat as confidential, any Confidential Information that the Provider can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by the Company or a Company Designee to Provider, (ii) becomes part of the public domain after disclosure by the Company to Provider by any means except through breach of this Agreement by the Provider, or by a third party under an obligation of confidentiality to the Company or a Company Designee, or (iii) has been otherwise known by the Provider prior to communication by the Company or a Company Designee to Provider of such information. In the event a court or governmental agency legally compels the Provider to disclose Confidential Information (x) to a Person to whom Information, the disclosure is reasonably necessary or appropriate in connection with Provider shall promptly inform the performance by the Employee Company of the duties of the Employee’s employmentcompelled disclosure, (y) as required by law or (z) as ordered by a court, provided so that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist or the Company (at the Company’s sole cost) in seeking Designee may seek a protective order or request for another appropriate other remedy, (B) and the Company agrees to cooperate with the Company in the event that such any proceeding to obtain a protective order or remedy other remedy. If, in the absence of a protective order or other remedy, Provider is not obtainednonetheless, or if in the Company waives compliance with the terms opinion of the preceding clause (A)Provider’s legal counsel, the Employee shall compelled to disclose Confidential Information, Provider may disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, that such counsel advises Provider is legally required to be disclosed. In such an event, Provider shall give to the Company written notice of the Confidential Information to be disclosed and as far in advance of its disclosure as is practicable and, upon the Company’s request, Provider shall exercise use reasonable best commercial efforts to assure obtain assurances that confidential treatment shall will be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredinformation. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).

Nondisclosure of Confidential Information. (a) Any information furnished to or obtained by any Principal or, if applicable, any of such Principal's officers, attorneys, accountants, consultants, representatives or agents (collectively, "Principal's Representatives"), as a result of pursuing the transactions contemplated by this Agreement, shall be treated as confidential information. The Principals each shall not disclose such information and shall use their respective best commercial efforts to keep the Principal's Representatives from disclosing such information, except that a Principal may disclose the confidential information or portions thereof (i) The Company and to Principal's Representatives who need to know such information for the Employee agree that, during the course purpose of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate advising such Principal in connection with the performance transactions contemplated by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. this Agreement; (ii) Without limiting if, at the foregoingtime of the disclosure or thereafter, the Employee agrees confidential information is generally available to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to by the public generally (other than as a result of the Employee’s breach disclosure directly or indirectly in violation of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality); or (iii) if the information has been independently acquired or developed by such Principal without violating a duty of confidentiality. To the extent that a Principal or one of such Principal's Representatives may become legally compelled to disclose any confidential information not encompassed by (i), (ii), or (iii) above, such Principal or such Principal's Representative may disclose such information if the Principal has used his or its best commercial efforts, and has afforded CFI the opportunity, to obtain an appropriate protective order or other satisfactory assurance of confidential treatment for the information required to be disclosed. In the event that the transactions contemplated by this Agreement are not consummated, the Principals and all of such Principal's Representatives shall return to CFI all written information furnished by CFI. (b) After the Closing Date, the Principals shall not, and shall use commercially reasonable efforts to cause their Principal Representatives to not, use or disclose to third parties, any trade or business secrets, confidential information, knowledge, data or other information relating to the Business or the Purchased Assets.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s marketing plans, growth strategies, target lists, performance goals, operational and programming strategies, specialized training expertise, employee development, engineering information, sales information, client and customer lists, contracts, representation agreements, pricing and ratings information, production and cost data, fee information, strategic business plans, budgets, financial statements, technological initiatives, proprietary research or software purchased or developed by Company, content distribution, information about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that (i) it is necessary in connection with performing Employee’s duties; or (ii) Employee is required by court order to disclose the Confidential Information, provided that Employee shall promptly inform Company, shall cooperate with Company to obtain a protective order or otherwise restrict disclosure, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains only disclose Confidential Information to the greatest minimum extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person necessary to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection comply with the performance by the court order. Employee of the duties of the Employee’s employmentagrees to never use trade secrets in competing, (y) as required by law directly or (z) as ordered by a courtindirectly, provided that in any event described in the preceding clause (y) or (z)with Company. When employment ends, (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of will immediately return all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the to Company, shall provide the Company with written confirmation that all such materials have been so delivered. (iib) Without limiting the foregoingEmployee understands, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except acknowledges that the provisions in this Agreement do not prohibit or restrict Employee may disclose information concerning such dispute to from communicating with the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this AgreementDOJ, “Confidential Information” means informationSEC, observations and data concerning the business and affairs of the Company or any of its AffiliatesDOL, including all business information (whether or not in written form) that relates to the Company or any of its AffiliatesNLRB, or their directors, officers, employees, customers, suppliers or contractors EEOC or any other third parties governmental authority, exercising Employee’s rights, if any, under the National Labor Relations Act to engage in protected concerted activity, making a report in good faith and with respect a reasonable belief of any violations of law or regulation to which a governmental authority or cooperating with or participating in a legal proceeding relating to such violations including providing documents or other information. Employee is hereby provided notice that under the Company 2016 Defend Trade Secrets Act (DTSA): (1) no individual will be held criminally or any civilly liable under Federal or State trade secret law for the disclosure of its Affiliates has a business relationship or owes trade secret (as defined in the Economic Espionage Act) that: (a) is made in confidence to a duty of confidentialityFederal, State, or their respective businesses local government official, either directly or productsindirectly, or to an attorney; and made solely for the purpose of reporting or investigating a suspected violation of law; or, (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reportsmade public; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).and,

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access to, be in position to receive and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains develop Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of during the Employee’s employment, (y) tenure as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms an employee of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that . As long as the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs is an employee of the Company or any of its Affiliates, including the Employee shall hold in a fiduciary capacity for the benefit of the Company all business information Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of his duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not in communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written formconsent of the Company or as may be required by law or legal process, and (b) that relates deliver promptly to the Company upon its written request any Confidential Information in his possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that Employee need not deliver to the Company, and may retain, one copy of any of its Affiliatespersonal diaries, calendars, or their directors, officers, employees, customers, suppliers personal notes of correspondence. If the provisions of any applicable law or contractors the order of any court would require the Employee to disclose or otherwise make available any Confidential Information to a governmental authority or to any other third parties party, the Employee shall give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the requirement of such disclosure or apply for a protective order with respect to which such Confidential Information by appropriate proceedings. Notwithstanding the Company foregoing, and in accordance with 18 U.S.C. § 1833, neither this Agreement nor any Lumen policy prohibits Employee (1) from disclosing Confidential Information (a) in confidence to a Federal, State, or any local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of its Affiliates reporting or investigating a suspected violation of law; or (2) from disclosing Confidential Information in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Disclosures to attorneys, made under seal, or pursuant to court order are also protected in certain circumstances under 18 U.S.C. § 1833. This section does not prohibit disclosure of information that Employee otherwise has a business relationship or owes a duty right to disclose as legally-protected conduct, including but not limited to reporting possible violations of confidentialitylocal, state, or their respective businesses federal law or productsregulation to any government agency or entity, including, but not limited to the Equal Employment Opportunity Commission, Department of Justice, the Securities and Exchange Commission, the U.S. Congress, and any Inspector General, or making other disclosures that is are protected under the whistle blower provisions of law. This section also does not known to the public generally other than as a result of the Employee’s breach of this Agreementprohibit Employee from reporting, including technical information disclosing, or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personneldiscussing conduct Employee reasonably believe constitutes work-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company discrimination, harassment, retaliation, sexual assault or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).wage-and-hour violations

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term You acknowledge that you shall become familiar with the Company’s Confidential Information (as defined below), the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Informationincluding trade secrets. The Employee agrees You acknowledge that the Employee Confidential Information obtained by you while employed by the Company is the property of the Company. Therefore, you agree that you shall not, not disclose to any unauthorized person or entity or use for your own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of your acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Exhibit A; provided, however, that the Employee may if you receive a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee you shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, if permitted by law, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee you shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the Employee’s your legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving person or entity shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this AgreementExhibit A, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of its AffiliatesCompany, including including, without limitation, all business information (whether or not in written form) that which relates to the Company or any of its AffiliatesCompany, or their directors, officers, employees, its customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the Employee’s your breach of this AgreementExhibit A, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee you prior to the Employee’s your involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee you of this Agreement Exhibit A). Without limiting the foregoing, you agree to keep confidential the existence of, and any information concerning, any dispute between you and the Company, except that you may disclose information concerning such dispute to the court that is considering such dispute or to your legal counsel (provided that such counsel agrees not to disclose any such information other duty than as necessary for the prosecution or defense of confidentialitysuch dispute).

Nondisclosure of Confidential Information. (i) The Company Employee will hold in complete confidence and the Employee agree thatnot disclose, during the course of the Employment Term with the Companyproduce, the Employee has had and will continue to have publish, permit access to, or reveal any information and has gained and will continue material which is proprietary to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company whether or not marked as “confidential” or “proprietary” and thereafter for so long as it remains Confidential Information which is disclosed to the greatest extent permitted or obtained by applicable lawEmployee, use or disclose, or knowingly permit any unauthorized Person which relates to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, business activities (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists). Confidential Information shall not include such any information known to which is publicly available at the time of disclosure or subsequently becomes publicly available through no fault of Employee prior to the Employee’s involvement with the Company or any of its Affiliates agents or information rightfully obtained from employees. 8.1 Employee will not copy, photograph, photocopy, alter, modify, disassemble, reverse engineer, decompile, or in any manner reproduce any materials containing or constituting Confidential Information without the express prior written consent of Company, and will return all Confidential Information, together with any copies thereof, promptly after the purposes for which they were furnished have been accomplished, or upon the request of Company. Additionally, upon request of Company, Employee will return or destroy materials prepared by Employee that contain Confidential Information. 8.2 Employee shall take all reasonable measures necessary to protect the confidentiality of the Confidential Information and to avoid disclosure or use of the Confidential Information, except as permitted herein, including the highest degree of care that Employee utilizes to protect Employee’s own confidential information. Employee shall promptly notify Company in writing of any misuse or misappropriation of Confidential Information which may come to Employee’s attention. 8.3 Disclosure of Confidential Information is not precluded if such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof; provided that Employee will first give notice to Company and make a reasonable effort to obtain a protective order requiring that the Confidential Information be disclosed only for limited purposes for which the order was issued. 8.4 Employee shall use the Confidential Information only for the limited purpose for which it was disclosed. Employee shall not disclose the Confidential Information to any third party (other than pursuant including subcontractors) without first obtaining Company’s written consent and shall disclose the Confidential Information only to its own employees having a breach need to know. Employee shall promptly notify Company of any items of Confidential Information prematurely disclosed. 8.5 Employee agrees that Company’s Confidential Information has been developed or obtained by the investment of significant time, effort and expense and provides Company with a significant competitive advantage in its business. If Employee fails to comply with any obligations hereunder, Employee agrees that Company will suffer immediate, irreparable harm for which monetary damages will provide inadequate compensation. Accordingly, Employee agrees that Company will be entitled, in addition to any other remedies available to it, at law or in equity, to immediate injunctive relief to specifically enforce the terms of this Agreement Agreement. 8.6 The obligations set forth in this Paragraph 8 and its subparagraphs shall survive expiration or any other duty termination of confidentiality)this Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive's employment with the Company, the Employee has had and Company will continue provide the Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, formatting and will continue to gain knowledge with respect toprogramming concepts and plans, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Employee Company agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Executive in the performance of his duties. The Executive understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (i) the Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of Company; (ii) the Employee’s employment, (y) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in such case, the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request for another appropriate remedyto otherwise restrict such disclosure, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee and shall only disclose only that portion of the Confidential Information that, in to the written opinion of the Employee’s legal counsel, is legally required minimum extent necessary to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to comply with any such court order; or (iii) such Confidential Information by the receiving Person or entity becomes generally known to and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information available for use in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not industries in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentialitydoes business, or their respective businesses or products, and that is not known to the public generally other than as a result of any action or inaction by the Employee’s breach of this AgreementExecutive. The Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer listspapers, if applicable; customer buying records and habits; product sales records and documents, writings, electronically stored information, other property, and product developmentall copies of them, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating provided to pricing, competitive strategies and new product development; information relating to any forms or created by him during the course of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement his employment with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by Company. This nondisclosure covenant is binding, on the Employee Executive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement or for any other duty of confidentiality)reason.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company and its Subsidiaries and Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Subsidiaries and Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive’s acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, (y) as required by law subpoena, civil investigative demand, governmental or (z) as ordered by a court, provided that in any event described in the preceding clause (y) regulatory process or (z)similar process, (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in based on the written opinion advice of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by as confidential to the receiving Person extent possible (and permitted under applicable law) in respect of the applicable proceeding or entity process and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered. (ii) Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee and the Company or any of its Affiliates, except that the Employee may disclose information concerning such dispute to the court considering such dispute or to the Employee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iiib) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and or affairs of the Company or any of and its Subsidiaries and Affiliates, including including, without limitation, all business information (whether or not in written form) that which relates to the Company Company, its Subsidiaries or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with in respect to of which the Company or any of its Subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that which is not known to the public generally other than as a result of the EmployeeExecutive’s breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall will not include such information known to the Employee Executive prior to the EmployeeExecutive’s involvement with the Company or any of its Subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee Executive of this Agreement Agreement). Without limiting the foregoing, Executive and the Company each agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and the Company or its Subsidiaries and Affiliates, except that Executive and the Company each may disclose information concerning such dispute to the court or arbitrator that is considering such dispute, Executive's immediate family and spouse if any, to their respective financial advisers or legal counsel (provided that such individuals agree not to disclose any such information other duty than as necessary to the prosecution or defense of confidentialitysuch dispute), and to any Governmental Entity to the extent required by law.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during In the course of the Employment Term with Consultant’s involvement in Parent’s and the Company’s activities or otherwise, the Employee Consultant has had obtained and will continue to have access to, and has gained and will continue to gain knowledge with respect to, may obtain Confidential Information. All Confidential Information has been and shall be provided subject to the Consultant’s continuing obligation to protect the Confidential Information. In consideration of, and as a condition to, the Consultant’s continued access to and receipt of Confidential Information, and without prejudice to or limitation on any other confidentiality obligations imposed by agreement or by law, the Consultant undertakes to use Confidential Information, whenever provided, in accordance with any restrictions placed by the Company on its use or disclosure. The Employee Consultant hereby agrees that to hold in a fiduciary capacity, for the Employee shall not, without the prior written consent benefit of the Company, during all Confidential Information that the period Consultant may acquire, learn, obtain or develop (or may have acquired, learned, obtained or developed) while an employee of or consultant to Parent or the Employment Term with Company. The Consultant shall not, while an employee of or consultant to Parent or the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawor at any time thereafter, use directly or discloseindirectly use, or knowingly permit any unauthorized Person to uselecture upon, publish, communicate, disclose or gain access tootherwise divulge, for the Consultant’s own benefit or for the benefit of any third party, any Confidential Information, other than: (i) as required by, or on behalf of, Parent or the Company in furtherance of Parent’s and the Company’s business, or otherwise with the advance written consent of a duly authorized officer of Parent and the Company; (ii) as required by law or as ordered by a court; provided, however, that in such event, or if the Employee may Consultant receives a request to disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Consultant shall promptly notify in writing the Company in writingCompany, and consult with and assist Parent and the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if Parent and the Company waives waive compliance with the terms of the preceding clause (A)hereof, the Employee Consultant shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeConsultant’s legal counsel, is legally required to be disclosed and shall exercise its commercially reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person person or entity and (C) to the extent permitted by applicable law, Parent and the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by ; or (iii) with respect to matters that are generally known to the Company from time to time and upon termination public other than as a result of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), Consultant’s breach of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement. (b) For purposes of this Agreement, “Confidential Information” means trade secrets and confidential or proprietary information, knowledge or data, whether or not reduced to writing or other tangible medium of expression, including confidential or proprietary matters relating to the business, operations and strategies (including products, services, processes, know-how, designs, developments, techniques, formulas, methods, mask works, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship, plans for research and development, marketing and selling, reengineering, customers, contact persons, software, licenses, suppliers, possible new business ventures and/or expansion plans), financial affairs (including costs and profits, business plans, budgets and projections and related information) and organizational and personnel matters (including skills evaluations, compensation, personal employee information, personnel files, organizational structure, reporting lines, succession planning and historical records) of (i) Parent or the Company or (ii) customers, suppliers or contractors of Parent or the Company and any other third parties in respect of which Parent or the Company has a business relationship or owes a duty of confidentiality. Without limiting the foregoing, the Employee agrees to keep confidential the existence of, and any information concerning, any dispute between the Employee Consultant and Parent or the Company or any of its Affiliatesshall constitute Confidential Information, except that the Employee Consultant may disclose information concerning such dispute to the court that is considering such dispute or to the EmployeeConsultant’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of such dispute). (iii) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business and affairs of the Company or any of its Affiliates, including all business information (whether or not in written form) that relates to the Company or any of its Affiliates, or their directors, officers, employees, customers, suppliers or contractors or any other third parties with respect to which the Company or any of its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and that is not known to the public generally other than as a result of the Employee’s breach of this Agreement, including technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists, if applicable; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information shall not include such information known to the Employee prior to the Employee’s involvement with the Company or any of its Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by the Employee of this Agreement or any other duty of confidentiality).