Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by ExecutiveParticipant, or of which Executive Participant becomes aware as a consequence of ExecutiveParticipant’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Award Agreement, or (C) otherwise enters the public domain through lawful means. Executive Participant acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of ExecutiveParticipant’s job. Executive Participant agrees that while employed by the Company, Executive Participant will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive Participant further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on ExecutiveParticipant’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive Participant will not at any time during ExecutiveParticipant’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive Participant by the Company. The covenants made by Executive Participant herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive Participant hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of ExecutiveParticipant’s duties for the Company.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive’s services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any “Confidential Information” means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Employee has acquired and will acquire certain "Confidential Information” means data and information relating to the business " of the Company. "Confidential Information" shall mean any information that is not generally known, including trade secrets, outside the Company and that is proprietary to the Company, relating to any phase of the Company's existing or reasonably foreseeable business which is disclosed to or created Employee by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Companyincluding information conceived, discovered or developed by Employee. Subject to the foregoing, Confidential Information includes, but is shall not be limited to, business developmentplans, financial statements and projections, operating forms (including contracts) and procedures, payroll and personnel records, marketing materials and sales programsplans, customerproposals, potential customer software codes and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs project lists, project files, price information and protocols, cost information and related items used any other document or information that is designated by the Company as "Confidential." The term "trade secret" shall be defined as follows: A trade secret may consist of any formula, pattern, device or compilation of information which is used in its one's business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available which provides to the public other than as a result of holder an unauthorized disclosureopportunity to obtain an advantage over competitors who do not know or use it. Accordingly, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges employee agrees that he will continue to receive shall not, during the Employment Term and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Companyfor three (3) years thereafter, Executive will continue to use for his own benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect or trade secrets acquired during the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s term of his employment by the Company. Further, during the Employment Term and for so long thereafter as three (3) years thereafter, Employee shall not, without the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by written consent of the Board of Directors of the Company or a person duly authorized thereby, which consent may be given or withheld in the performance of work assigned Company's sole discretion, disclose to Executive by the Company. The covenants made by Executive herein are in addition toany person, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Employee of his duties, any documents, records, tapes Confidential Information or other media or format that contain or may contain Confidential Information, except as required trade secrets obtained by him while in the nature employ of Executive’s duties for the Company.

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he Executive will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that the loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company. Notwithstanding the foregoing, nothing herein prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and will not be required to notify the Company of any such reports or disclosures.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company and its subsidiaries and Affiliates is the property of the 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” means data and information relating to , except in connection with the business performance of his duties under this Agreement or the enforcement of his rights under this Agreement, as may be required by law or otherwise, without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, based on the written advice of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any “Confidential Information” means information, except as specifically authorized observations and data concerning the business or affairs of the Company and its subsidiaries and Affiliates, including, without limitation, all business information (whether or not in a signed writing by written form) which relates to the Company, its subsidiaries or Affiliates, or their customers, suppliers or contractors or any other third parties in respect of which the Company or in the performance its subsidiaries or Affiliates has a business relationship or owes a duty of work assigned to Executive by the Company. The covenants made by Executive herein are in addition toconfidentiality, or their respective businesses or products, and which is not exclusive ofknown to the public generally other than as a result of Executive’s breach of this Agreement, any and all other rights to which the Company is entitled under federal and state law, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby such dispute to the court that is considering such dispute or to their respective legal counsel (provided that such counsel agrees not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by Executive herein are in addition to, reason of any breach of any provision of this Agreement and not exclusive of, any and to exercise all other rights to which it may be entitled. You agree and acknowledge that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not may in its sole discretion apply to disclose, copy, any court of law or remove from the premises equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature provisions of Executive’s duties for the Companythis Agreement.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive’s services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any “Confidential Information” means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he Executive will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that the loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company. Nothing set forth in this Section 6(a) shall be interpreted to prohibit Executive from making truthful statements when required by law, subpoena or court order and/or from responding, to the extent legally required, to any inquiry by any government organization; provided that, if Executive is required by law or a court or administrative order to disclose any such Confidential Information, Executive shall promptly notify the Company of such requirement and provide the Company with a copy of any court or administrative order or of any law which in Executive’s opinion requires such disclosure and, if the Company so elects, permit the Company an adequate opportunity, at its own expense, to contest such law or court order.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive’s services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, on the advice of Executive’s legal counsel, is legally required to be disclosed, and shall exercise best reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process, use or disclose and (iii) the Company shall be given an opportunity to others any review the Confidential Information prior to disclosure thereof. (b) For purposes of this Agreement, “Confidential Information” means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. In the performance of his or her duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes presently owned or at any time hereafter developed or used by the Company or its agents or consultants that is not otherwise known to the public (collectively, the “Confidential Information” means data ”). Executive recognizes and information relating to acknowledges that the business Confidential Information is a valuable, special, and unique asset of the Company’s business, which is disclosed access to or created by Executive, or and knowledge of which Executive becomes aware as a consequence are essential to the performance of Executive’s relationship with duties. Executive confirms that all such Confidential Information is the exclusive property of the Company and that the Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the performance of his or her duties to the Company or as required by a court or administrative order or as required for his or her personal tax or legal advisors to advise him or her, Executive shall not, directly or indirectly, for any reason whatsoever, disclose, divulge, communicate, use or otherwise disclose any Confidential Information without the prior written consent of the Company duly authorized by the Board. Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, lists, memoranda, correspondence, reports, manuals, emails, electronic files, files, drawings, documents, equipment, and other tangible items (including computer software), wherever located, incorporating the Confidential Information, which Executive shall prepare, use or 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, Executive shall promptly deliver to the Company any and all of the Confidential Information, not previously delivered to the Company, that has value to is in the Company and is not generally known to competitors possession or under the control of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the CompanyExecutive. Confidential Information shall not include any (x) information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosuredisclosure by Executive or his or her affiliates, (By) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters information that becomes available to Executive subsequent to the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part termination of Executive’s job. Executive agrees that while employed employment hereunder and on a non-confidential basis from a source other than the Company or its affiliates who is not bound by the Companya duty of confidentiality, Executive will continue to benefit and add or other contractual, legal, or fiduciary obligation to the Company goodwill with its clients and in and/or (z) information that is developed independently by Executive subsequent to the marketplace generally. Executive further agrees that loss termination of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its employment hereunder without any reliance on any other Confidential Information. Accordingly, Executive will not at any time during The provisions of this Section 7.1 shall continue in effect notwithstanding termination of Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companyreason.

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made by Executive herein are In the event of any conflict in addition toterms between this Section 30 and the terms of any Company confidentiality or proprietary information agreement you have executed, the terms of such other confidentiality or proprietary information agreement shall prevail and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companygovern.

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he Executive will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that the loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company. Notwithstanding the foregoing, nothing herein prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity including, but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and will not be required to notify the Company of any such reports or disclosures.

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made by Executive herein are In the event of any conflict in addition toterms between this Section 31 and the terms of any Company confidentiality or proprietary information agreement you have executed, the terms of such other confidentiality or proprietary information agreement shall prevail and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companygovern.

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made by Executive herein are In the event of any conflict in addition toterms between this Section 36 and the terms of any Company confidentiality or proprietary information agreement you have executed, the terms of such other confidentiality or proprietary information agreement shall prevail and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companygovern.

Nondisclosure of Confidential Information. “Confidential Information” means data The Participant acknowledges that the businesses of the Company are highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. The Participant further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. The Participant acknowledges that by reason of the Participant’s duties to and association with the Company, the Participant has had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. The Participant hereby agrees that he or she will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. The Participant shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which the Participant’s legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees Service provider or under this Agreement are at issue; provided, however, that while employed by the CompanyParticipant shall, Executive will continue to benefit the extent practicable and add lawful in any such events, give prior notice to the Company goodwill of his or her intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which the Participant will not oppose) to obtain such protective orders or similar relief with its clients respect thereto as may be deemed appropriate. In the event of any conflict in terms between this Section and in the marketplace generally. Executive further agrees that loss terms of any Company confidentiality or proprietary information agreement the Participant has executed, the terms of such clients other confidentiality or proprietary information agreement shall prevail and govern. Applicable Law This Agreement will cause be interpreted and enforced under the laws of the State of Delaware without reference to the conflicts of law provisions thereof. Interpretation Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company significant and irreparable harm and that to the restrictions on Executive’s use Administrator for review. The resolution of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment dispute by the Company, Administrator shall be final and for so long thereafter as binding on the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by Participant and the Company. Award is subject to Plan This Award and this Agreement is subject to the Plan. The covenants made by Executive herein are in addition to, terms and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises provisions of the Company Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any documentsterm or provision contained herein and a term or provision of the Plan, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature applicable terms and provisions of Executive’s duties for the CompanyPlan shall govern and prevail.

Nondisclosure of Confidential Information. “Confidential Information” means data 9.1 Employee acknowledges and agrees that because of the Employee’s employment under this Agreement, the Employee will have access to confidential or proprietary information relating of the Company concerning or relative to the business of the CompanyCompany which includes, which is disclosed to or created by Executivewithout limitation, or technical material of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject Protiviti, sales and marketing information, proposals, client deliverables, customer account records, billing information, training and operations information, materials and memoranda, personnel records, pricing and financial information relating to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written formaccounts, computerized recordscustomers, modelsprospective customers, prototypes or any other format, employees and any and all information obtained in writing, orally or visually during visits to offices affairs of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent any information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive marked “Confidential” by the Company. The covenants made by Executive Employee will also have access to information relating to the Company’s clients. Such information and the information referred to in this clause are collectively referred to herein are as “Confidential Information”. 9.2 Employee agrees that during the period of employment and after the termination of this Agreement for any reason, Employee will not use or disclose, in addition whole or in part, directly or indirectly, the Confidential Information. Employee acknowledges and agrees that Confidential Information is and will be the property of the Company. Employee agrees that during the term of the Employee’s employment pursuant to this Agreement, Employee will keep Confidential Information confidential, and Employee will not use or disclose Confidential Information for any reason other than on behalf of the Company pursuant to, and not exclusive ofin strict compliance with, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby terms of this Agreement. 9.3 Employee agrees not to disclosereproduce, copystore in a retrieval system or transmit in any form or by any means - electronic, mechanical, photocopying, recording, scanning or remove from otherwise - any Confidential Information or any material which is the premises property of the Company Company, for Employee’s own benefit or for the benefit of any documentsthird party either during the course of employment or after the termination of employment. 9.4 The Employee agrees to sign engagement specific non-disclosure / confidentiality agreements, records, tapes or other media or format that contain or may contain Confidential Information, except as if so required by the nature certain clients and customers of Executive’s duties for the Company. In case of any breach of confidentiality caused by the Employee, either during or after the termination of employment, the Employee will be personally liable to the Company and to the Company’s clients or third parties.

Nondisclosure of Confidential Information. In the performance of his duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes presently owned or at any time hereafter developed or used by the Company or its agents or consultants that is not otherwise known to the public (collectively, the “Confidential Information” means data ”). Executive recognizes and acknowledges that the Confidential Information is a valuable, special, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of Executive’s duties. Executive confirms that all such Confidential Information is the exclusive property of the Company and that the Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the performance of his duties to the Company or as required by a court or administrative order or as Executive reasonably deems necessary for his financial, tax or legal advisors to advise him, Executive shall not, directly or indirectly, for any reason whatsoever, disclose, divulge, communicate, use or otherwise disclose any Confidential Information without the prior written consent of the Company duly authorized by the Board. Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, lists, memoranda, correspondence, reports, manuals, emails, electronic files, files, drawings, documents, equipment, and other tangible items (including computer software), wherever located, incorporating the Confidential Information, which Executive shall prepare, use or encounter, shall be and remain the Company’s sole and exclusive property and shall be included in the Confidential Information, except for Executive’s personal address book/file or rolodex and information relating to the business Executive’s own compensation. Upon termination of this Agreement, or whenever reasonably requested by the Company, which is disclosed Executive shall promptly deliver to or created by Executivethe Company any and all of the Confidential Information, or of which Executive becomes aware as a consequence of Executive’s relationship with not previously delivered to the Company, that has value to is in the Company and is not generally known to competitors possession or under the control of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the CompanyExecutive. Confidential Information shall not include any (x) information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosuredisclosure by Executive or his affiliates, (By) has been information that becomes available to Executive subsequent to the termination of Executive’s employment hereunder and on a non-confidential basis from a source other than the Company or its affiliates who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation to the Company and/or (z) information that is developed independently developed and disclosed by others Executive subsequent to the termination of Executive’s employment hereunder without violating any reliance on any other Confidential Information. Disclosure of Confidential Information as required by applicable law or legal process shall not be a breach of this Section 7.1. The provisions of this Section 7.1 shall continue in effect notwithstanding termination of Executive’s employment for any reason. Notwithstanding the foregoing, competition by Executive following termination of his employment with the Company shall not be deemed to constitute breach of this Agreement, or (C) so long as Executive does not otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and breach this Section 7.1 in the marketplace generally. Executive further agrees that loss furtherance of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companycompetition.

Nondisclosure of Confidential Information. “Confidential Information” means data Employee shall keep confidential and information relating not disclose to the business of the anyone or use, either during or after Employee’s employment with Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by Employee’s employment with Company or as expressly authorized in writing by Company. For the nature purposes of Executivethis Agreement, “Confidential Information” is any and all sensitive, confidential, proprietary and trade secret information concerning or relating to Company and its direct and indirect parents, subsidiaries and/or affiliated organizations, including any information or compilation of information which derives independent economic value from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Examples of Confidential Information not to be disclosed or used except as expressly permitted by Company include, but are not limited to, the following: a. All patterns, compilations, programs, know how; designs, processes or formulae; software; market or sales information or plans, devices, methods, concepts, techniques, processes, source codes, data capture innovations, algorithms, user interface designs and database designs relating to Company’s duties products, services, systems or business; b. Information acquired or compiled by Company concerning actual or potential clients/customers, suppliers and business partners, including their identities, financial information concerning their actual or prospective business operations, identity and quantity of services and/or products provided by Company, and any unpublished written materials furnished by or about them to Company; and c. Information concerning Company’s ownership, management, financial condition, financial operations, business activities or practices, sales activities, marketing activities or plans, research and development, pricing practices, legal matters, and strategic business plans. Employee acknowledges that Company shall at all times be and remain the owner of all Confidential Information disclosed to/acquired by Employee during Employee’s employment with Company, and Employee acknowledges that Employee may use the Confidential Information only for the limited purposes for which it was disclosed under this Agreement. Employee shall use his/her best efforts to preserve the confidentiality of such Confidential Information which he/she knows or reasonably should know Company deems to be Confidential Information. Employee agrees that he/she will not knowingly use, disclose or permit the use or disclosure of Company’s Confidential Information in any manner which may injure Company’s business, impair its investments and goodwill, and/or adversely impact Company’s relationships with its actual or potential customers and suppliers. The obligations of this Section shall continue in full force and effect after the termination of this Agreement and the termination of Employee’s employment with Company. As used in this Section 8, the term “Company” shall include Company and each of its direct and indirect parent, subsidiary and affiliated organizations on a collective basis.

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by ExecutiveParticipant, or of which Executive Participant becomes aware as a consequence of ExecutiveParticipant’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Award Agreement, or (C) otherwise enters the public domain through lawful means. Executive Participant acknowledges that he Participant will continue to receive and develop Confidential Information of the Company as a necessary part of ExecutiveParticipant’s job. Executive Participant agrees that while employed by the Company, Executive Participant will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive Participant further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on ExecutiveParticipant’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive Participant will not at any time during ExecutiveParticipant’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive Participant by the Company. The covenants made by Executive Participant herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive Participant hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of ExecutiveParticipant’s duties for the Company.

Nondisclosure of Confidential Information. “Confidential Information” means data The Participant acknowledges that the businesses of the Company are highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. The Participant further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. The Participant acknowledges that by reason of the Participant’s duties to and association with the Company, the Participant has had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. The Participant hereby agrees that he or she will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. The Participant shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which the Participant’s legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees Service provider or under this Agreement are at issue; provided, however, that while employed by the CompanyParticipant shall, Executive will continue to benefit the extent practicable and add lawful in any such events, give prior notice to the Company goodwill of his or her intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which the Participant will not oppose) to obtain such protective orders or similar relief with its clients respect thereto as may be deemed appropriate. In the event of any conflict in terms between this Section 23 and in the marketplace generally. Executive further agrees that loss terms of any Company confidentiality or proprietary information agreement the Participant has executed, the terms of such clients will cause the Company significant other confidentiality or proprietary information agreement shall prevail and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companygovern.

Nondisclosure of Confidential Information. In the performance of his duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes presently owned or at any time hereafter developed or used by the Company or its agents or consultants that is not otherwise known to the public (collectively, the “Confidential Information” means data ”). Executive recognizes and acknowledges that the Confidential Information is a valuable, special, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of Executive’s duties. Executive confirms that all such Confidential Information is the exclusive property of the Company and that the Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the performance of his duties to the Company or as required by a court or administrative order or as Executive reasonably deems necessary for his financial, tax or legal advisors to advise him, Executive shall not, directly or indirectly, for any reason whatsoever, disclose, divulge, communicate, use or otherwise disclose any Confidential Information without the prior written consent of the Company duly authorized by the Board. Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, lists, memoranda, correspondence, reports, manuals, emails, electronic files, files, drawings, documents, equipment, and other tangible items (including computer software), wherever located, incorporating the Confidential Information, which Executive shall prepare, use or encounter, shall be and remain the Company’s sole and exclusive property and shall be included in the Confidential Information, except for Executive’s personal address book/file or rolodex and information relating to the business Executive’s own compensation. Upon termination of this Agreement, or whenever reasonably requested by the Company, which is disclosed Executive shall promptly deliver to or created by Executivethe Company any and all of the Confidential Information, or of which Executive becomes aware as a consequence of Executive’s relationship with not previously delivered to the Company, that has value to is in the Company and is not generally known to competitors possession or under the control of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the CompanyExecutive. Confidential Information shall not include any (x) information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his affiliates, (y) information that becomes available to Executive subsequent to the termination of Executive’s employment hereunder and on a non-confidential basis from a source other than the Company or its affiliates who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation to the Company and/or (z) information that is developed independently by Executive subsequent to the termination of Executive’s employment hereunder without any reliance on any other Confidential Information. Disclosure of Confidential Information as required by applicable law or legal process shall not be a breach of this Section 7.1 (provided Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, (B) has been independently developed and disclosed so that the Company may seek an appropriate protective order, or otherwise cooperate with the Company in making such disclosure). The provisions of this Section 7.1 shall continue in effect notwithstanding termination of Executive’s employment for any reason. Notwithstanding the foregoing, competition by others without violating Executive following termination of his employment with the Company shall not be deemed to constitute breach of this Agreement, or (C) so long as Executive does not otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and breach this Section 7.1 in the marketplace generally. Executive further agrees that loss furtherance of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companycompetition.

Nondisclosure of Confidential Information. (a) Executive shall not, during the period that Executive is employed by, or provides consulting services to, the Company, or at any time thereafter, unless authorized to do so in writing by Employer, directly or indirectly disclose or permit to be known to, or used for the benefit of, any person or entity (outside of the employ of the Company), or himself, any “Confidential Information” means data and information relating acquired by him during the course of or as an incident to the business of the Company, which is disclosed to his employment or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship association with the Company, that has value regardless of whether pursuant to this Agreement. As used in this Agreement, the term “Confidential Information” shall include, but not be limited to, all trade secrets, confidential or proprietary knowledge or information with respect to the Company and is not generally known to competitors conduct or details of the Company. Subject to the foregoing, Confidential Information includes’s businesses including, but is not limited to, lists of customers or suppliers of the Company’s businesses, pricing strategies, budgets, business developmentfiles and records, trade secrets, curricula, processes, costs, designs, marketing and sales programsmethods, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes strategies or any other formatfinancial, and any and all educational, curricular or other information obtained in writing, orally or visually during visits to offices of about the Company’s businesses or curricula not in the public domain. Confidential Information shall not include any information that which (Ai) is or generally available to the public as of the Effective Date, (ii) becomes generally available to the public other than as a result after the Effective Date, provided that such public disclosure did not result, directly or indirectly, from any act, omission or fault of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this AgreementExecutive, or (Ciii) becomes available to Executive, after the date of expiration or termination of his employment or any consultancy with the Company, on a non-confidential basis from a source other than the Company, or any of its agents, provided that such source is not bound to the Company or its representatives by agreement, fiduciary duty or otherwise enters the public domain through lawful means. Executive acknowledges that he will continue not to receive and develop disclose such information. (b) All Confidential Information shall be the exclusive property of Employer, and Executive shall use his best efforts to prevent any publication or disclosure thereof. All correspondence, memoranda, notes, records, reports, plans and other papers and items delivered to Executive by Employer shall also be the Company as a necessary part exclusive property of Employer. Upon termination of Executive’s job. Executive agrees that while employed by the Companyemployment with Employer, Executive will continue shall immediately return to benefit and add to the Company goodwill with its clients and Employer all of Employer’s property (whether in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on written, electronic or other form) then in Executive’s use of such Confidential Information are reasonable possession or control, and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at retain any time during Executive’s employment by the Companycopies, and for so long thereafter as the pertinent information extracts or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises notations of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysame.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that the Confidential Information” means data Information obtained by Executive while employed by the Company and information relating its subsidiaries and Affiliates is the property of the Company or its subsidiaries and Affiliates, as applicable. Therefore, Executive agrees that other than in connection with the good faith performance of Executive’s duties, Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the business prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters (i) become generally known to competitors of in the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes relevant trade or any other format, and any and all information obtained in writing, orally industry or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public domain other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement, (ii) become available to Executive on a nonconfidential basis or (iii) were within Executive’s possession prior to its being obtained by Executive in the course of Executive’s employment with the Company; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (A) Executive shall promptly notify in writing the Company, and reasonably consult with and reasonably assist the Company in seeking a protective order or request for other appropriate remedy, (B) has been independently developed in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information that, according to Executive’s counsel, is legally required to be disclosed and disclosed by others without violating (C) to the extent possible, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. (b) For purposes of this Agreement, “Confidential Information” means information and data concerning the business or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information affairs of the Company and its subsidiaries and Affiliates, including, without limitation, all business information (whether or not in written form) which relates to the Company, its subsidiaries or Affiliates, or their customers, suppliers or contractors or any other third parties in respect of which the Company or its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally or within the industry other than as a necessary part result of Executive’s job. Executive agrees that while employed by the Companybreach of this Agreement, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, including but not limited to, rights provided under copyright : technical information or reports; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws concerning fiduciary dutiesproduct 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 will not include such information known to Executive hereby agrees not prior to disclose, copy, or remove from the premises of Executive’s involvement with the Company or its subsidiaries or Affiliates or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive and the Company agree to keep confidential the existence of, and any documentsinformation concerning, records, tapes any dispute between Executive and the Company or other media or format that contain or may contain Confidential Informationits subsidiaries and Affiliates, except as required by that Executive and the nature of Company may disclose information concerning such dispute to the court that is considering such dispute or to Executive’s duties for or the Company’s legal counsel or related advisors and experts (provided that such Persons may not disclose any such information other than as necessary to the prosecution or defense of such dispute).

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive’s services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information ​ event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any “Confidential Information” means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement) or any information that is in the public domain. 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company’s Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive’s services are of special, unique and ​ ​ ​ extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, on the advice of Executive’s legal counsel, is legally required to be disclosed, and shall exercise best reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process, use or disclose and (iii) the Company shall be given an opportunity to others any review the Confidential Information prior to disclosure thereof. (b) For purposes of this Agreement, “Confidential Information” means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive’s legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Confidential Information” means data (a) Company has provided and will continue to provide to Employee confidential information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, trade secrets including but is not limited toto Company’s permits, business landlord and property owner information, marketing plans, growth strategies, target lists, performance goals, operational strategies, specialized training expertise, employee development, marketing and sales programs, customer, potential customer and supplier/vendor engineering information, sales information, terms of negotiated leases, client and customer lists, employee informationcontracts, marketing strategies, Company financial results, information related to mergers and acquisitionsrepresentation agreements, pricing information, personnel production and cost data, fee information, strategic business plans, budgets, financial datastatements, regulatory approval strategiestechnological initiatives, investigative recordsproprietary research or software purchased or developed by Company, researchinformation about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”); provided, marketing strategyhowever, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. that Confidential Information shall not include any excludes information that (A) is or generally becomes generally available to the public other than as a result of an unless through unauthorized disclosure, (B) has been independently developed and disclosed disclosure by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansEmployee. Executive Employee acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable 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 protect disclose the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized provided that Employee shall promptly inform Company, shall reasonably cooperate with Company, at Company’s expense, to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. (b) Employee understands, agrees and acknowledges that the provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other 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 any violations of law or regulation to a governmental authority or cooperating with or participating in a signed writing by legal proceeding relating to such violations. (c) The terms of this Section 4 shall survive the Company expiration or in termination of this Agreement for any reason. Further, this Section 4 shall not be applied to interfere with Employee’s Section 7 rights under the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the CompanyNational Labor Relations Act.

Nondisclosure of Confidential Information. “Confidential Information” means data Grantee acknowledges that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. Grantee further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. Grantee acknowledges that by reason of Grantee’s duties to and association with the Company, Grantee has had and will have access to and has and will become informed of confidential business information which is a competitive asset of the Company. Grantee hereby agrees that Grantee will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of employment responsibilities. Grantee shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which Grantee’s legal rights and obligations as an employee or under this Agreement are at issue; provided, however, that Grantee shall, to the extent practicable and lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Companyin any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of Grantee’s intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which Grantee will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by Executive herein are in addition to, reason of any breach of any provision of this Agreement and not exclusive of, any and to exercise all other rights to which it may be entitled. Grantee agrees and acknowledges that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not may in its sole discretion apply to disclose, copy, any court of law or remove from the premises equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature provisions of Executive’s duties for the Companythis Agreement.

Nondisclosure of Confidential Information. (i) The Company and Executive agree that, during the course of Executive’s employment with the Company, Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information (defined below). Executive agrees that he shall not, without the prior written consent of the Company, during the period of Executive’s employment with the Company and thereafter for so long as it remains Confidential Information, use or disclose or permit any unauthorized person to gain access to any Confidential Information; provided, however, that Executive may disclose Confidential Information to the extent required by law or court order, provided that Executive shall promptly notify the Company in writing of such requirement prior to such disclosure and shall assist the Company (at the Company’s expense) in lawfully opposing such requirement. As requested by the Company from time to time and upon the Separation Date, Executive shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in Executive’s possession or control and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been delivered to the Company. (ii) As used in this Agreement, “Confidential Information” means information and data and information relating to regarding the business of the Company, which is disclosed to Company or created by Executive, or any of which Executive becomes aware as a consequence of Executive’s relationship with the Company, its affiliates that has value to the Company and is not generally known to competitors the public (other than through Executive’s breach of the Company. Subject to the foregoingthis Agreement or other duty of confidentiality), Confidential Information includes, including but is not limited toto trade secrets; technical information or reports; unwritten knowledge and “know-how”; geologic concepts; exploration plans; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, business and product development, marketing and sales programsstrategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, customer, potential customer competitive strategies and supplier/vendor new product development; information relating to any forms of compensation or other personnel-related information, customer ; contracts; and supplier lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include such information known to Executive prior to Executive’s involvement with the Company or any of its affiliates or information that (A) is or becomes generally available known to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss breath of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes this Agreement or other media or format that contain or may contain Confidential Information, except as required by the nature duty of Executive’s duties for the Companyconfidentiality).

Nondisclosure of Confidential Information. Employee acknowledges that, in Employee’s position with Aflac, Employee obtained confidential business and proprietary information regarding Aflac and otherwise. For purposes of this Agreement, “Confidential Information” means any and all data and information information, whether disclosed orally, in writing, by observation, or otherwise, relating to the Aflac’s business of the Company, which is disclosed to or created by Executive, or of which Executive becomes Employee became aware as a consequence of Executiveof, during, or through Employee’s relationship employment with the Company, that has value to the Company and Aflac which is not generally known to Aflac’s competitors of or the Companypublic and is subject to reasonable efforts to maintain its secrecy. Subject Confidential Information covered by this Agreement does not have to be marked “Confidential” to be treated as such. Confidential Information may include, without limitation, information relating to Aflac’s designs; programs; methods; techniques; Information Technology operational plans, Information Technology system architecture; Information Technology security protocols; research and development; finances; actual or potential policyholder, payroll account and agent information and lists; pricing practices; marketing strategies; existing and future products and services; business plans and operations, whether written or otherwise, which is not common knowledge in Aflac’s industry or to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companypublic. Confidential Information shall not include any data or information that (A) is or becomes generally available has been voluntarily disclosed to the public other than as a result of an unauthorized disclosure, or its competitors by Aflac (Bexcept where such public disclosure has been made by Employee or another without authorization) or that has been independently developed and disclosed by others without violating this Agreementothers, or (C) that otherwise enters the public domain through lawful means. Executive acknowledges Employee agrees that he will continue to receive and develop all Confidential Information of the Company as a necessary part of Executiveand all physical embodiments thereof are confidential to Aflac, and will remain Aflac’s jobsole and exclusive property. Executive Employee warrants and agrees that while employed by following Employee’s last day of employment and for as long as the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable remains confidential (or would have remained confidential but for Employee’s violation of this provision), Employee will not directly or indirectly reproduce, use, distribute, disclose, publish, misappropriate or otherwise disseminate any Confidential Information and necessary will not take any action causing any Confidential Information to protect the Company’s legitimate business interests in lose its character as Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive's services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by shall promptly notify in writing the Company, Executive will continue to benefit and add to consult with and assist the Company goodwill with its clients and in seeking a protective order or request for other appropriate remedy, (ii) in the marketplace generally. Executive further agrees event that loss of such clients will cause protective order or remedy is not obtained, or if the Company significant waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive's legal counsel, is legally required to be disclosed and irreparable harm and shall exercise reasonable best efforts to provide that the restrictions on Executive’s use of receiving Person shall agree to treat such Confidential Information are reasonable as confidential to the extent possible (and necessary permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to protect review the Company’s legitimate business interests in its Confidential InformationInformation prior to disclosure thereof. AccordinglyPursuant to 18 U.S.C. 1833(b), Executive will not at be held criminally or civilly liable under any time during federal or state trade secret law for the disclosure of a trade secret of the Company or its subsidiaries or Affiliates that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive’s employment 's attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. (b) For purposes of this Agreement, "Confidential Information" means information, observations and data concerning the business or affairs of the Company, and for so long thereafter as the pertinent including, without limitation, all business information (whether or documentation constitutes Confidential Information as defined above, use or disclose not in written form) which relates to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are , or its customers, suppliers or contractors or any other third patties in addition to, and not exclusive of, any and all other rights to respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive's breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws"know-how"; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive' s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to Executive's immediate family, to the court that is considering such dispute or to Executive's legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “(a) Executive acknowledges that the Confidential Information” means data Information obtained by Executive while employed hereunder by the Company and information relating its Affiliates is the property of the Company or its Affiliates, as applicable. Therefore, Executive agrees that 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 for the business benefit of any unauthorized Person any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (A) Executive shall, unless prohibited by law, promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (B) has been independently developed in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which is legally required to be disclosed and disclosed by others without violating shall exercise reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process, and (C) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. (a) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information affairs of the Company as a necessary part of Executive’s job. Executive agrees that while employed and its Affiliates, or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) which relates to the Company, Executive will continue to benefit its Affiliates, or any funds or accounts managed by the foregoing, or their investors, customers, suppliers or contractors or any other third parties in respect 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 add which is not known to the Company goodwill with its clients public generally other than as a result of Executive's breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and in fee schedules; investment performance of the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information accounts or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing funds managed by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition toits 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; customer buying records and habits; product sales records and documents, and not exclusive product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans 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 and supplier lists. Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and all other rights to which the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is entitled under federal and state law, including, but not limited to, rights considering such dispute or to his legal counsel (provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby that such counsel agrees not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from defense of such dispute). Executive acknowledges and agrees that the premises Track Records were the work of teams of individuals and not any one individual and are the exclusive property of the Company any documentsand its Affiliates, records, tapes or other media or format and agrees that contain or may contain Confidential Information, except he shall in no event claim the Track Records as required by the nature his own following termination of Executive’s duties his employment for the Company.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive's services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive's legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any "Confidential Information" means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation , all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive's breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws"know-how "; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws concerning fiduciary dutiesproduct 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 will not include such information known to Executive hereby agrees not prior to disclose, copy, or remove from the premises of Executive's involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any documentsinformation concerning, records, tapes or other media or format that contain or may contain Confidential Informationany dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to his immediate family, to the court that is considering such dispute or to Executive's legal counsel and other professional advisors (provided that such counsel and other advisors agree_not to disclose any such information other than as required by necessary to the nature prosecution or defense of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Confidential Information” means data (a) Company has provided and will continue to provide to Employee confidential information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, trade secrets including but is not limited toto Company’s permits, business landlord and property owner information, marketing plans, growth strategies., target lists, performance goals, operational strategies, specialized training expertise, employee development, marketing and sales programs, customer, potential customer and supplier/vendor engineering information, sales information, terms of negotiated leases, client and customer lists, employee informationcontracts, marketing strategies, Company financial results, information related to mergers and acquisitionsrepresentation agreements, pricing information, personnel informationproduction and cost data, fee Information, strategic business plans, budgets, financial datastatements, regulatory approval strategiestechnological initiatives, investigative recordsproprietary research or software purchased or developed by Company, researchinformation about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”); provided, marketing strategyhowever, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. that Confidential Information shall not include any excludes information that (A) is or generally becomes generally available to the public other than as a result of an unless through unauthorized disclosure, (B) has been independently developed and disclosed disclosure by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansEmployee. Executive Employee acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable 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 protect disclose the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized provided that Employee shall promptly inform Company, shall reasonably cooperate with Company, at Company’s expense, to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. (b) Employee understands, agrees and acknowledges that the provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other 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 any violations of law or regulation to a governmental authority or cooperating with or participating in a signed writing by legal proceeding relating to such violations. (c) The terms of this Section 4 shall survive the Company expiration or in termination of this Agreement for any reason. Further, this Section 4 shall not be applied to interfere with Employee’s Section 7 rights under the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the CompanyNational Labor Relations Act.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that the Confidential Information” means data Information obtained by Executive while employed hereunder by the Company and information relating its Affiliates is the property of the Company or its Affiliates, as applicable. Therefore, Executive agrees that 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 for the business benefit of any unauthorized Person any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (A) Executive shall, unless prohibited by law, promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (B) has been independently developed in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which is legally required to be disclosed and disclosed by others without violating shall exercise reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process, and (C) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. (b) For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information affairs of the Company and its Affiliates, or any funds or accounts managed by the foregoing, including, without limitation, all business information (whether or not in written form) which relates to the Company, its Affiliates, or any funds or accounts managed by the foregoing, or their investors, customers, suppliers or contractors or any other third parties in respect 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 which is not known to the public generally other than as a necessary part result of Executive’s job. Executive agrees that while employed by breach of this Agreement, including but not limited to: investment methodologies, investment advisory contracts, fees and fee schedules; investment performance of the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information accounts or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing funds managed by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition toits 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; customer buying records and habits; product sales records and documents, and not exclusive product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans 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 and supplier lists. Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information concerning, any dispute between Executive and all other rights to which the Company or their respective Subsidiaries and Affiliates, except that Executive may disclose information concerning such dispute to the court or arbitrator that is entitled under federal and state law, including, but not limited to, rights considering such dispute or to his legal counsel (provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby that such counsel agrees not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from defense of such dispute). Executive acknowledges and agrees that the premises Track Records were the work of teams of individuals and not any one individual and are the exclusive property of the Company any documentsand its Affiliates, records, tapes or other media or format and agrees that contain or may contain Confidential Information, except he shall in no event claim the Track Records as required by the nature his own following termination of Executive’s duties his employment for the Company.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive's services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive's legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted 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. (b) For purposes of this Agreement, use or disclose to others any "Confidential Information" means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive ofor its customers, suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive's breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws"know-how"; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive's involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this 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 fiduciary duties. Executive hereby agrees such dispute to his immediate family, to the court that is considering such dispute or to Executive's legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose, copy, disclose any such information other than as necessary to the prosecution or remove from the premises defense of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive has and shall become familiar with the Company’s Confidential Information” means data and information relating Information (as defined below), including trade secrets. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized person or entity or use for Executive’s own purposes any Confidential Information without the business prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive’s acts or omissions in violation of this Section 6; provided, (B) has been independently developed and disclosed by others without violating this Agreementhowever, or (C) otherwise enters the public domain through lawful means. that if Executive acknowledges that he will continue receives a request to receive and develop disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, Executive may disclose only that portion of the Confidential Information which is legally required to be disclosed. Notwithstanding anything in this Agreement to the contrary, this Section 6 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 as by any government agency or other regulator that is responsible for enforcing a necessary part 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 taken by the Company that Executive reasonably believe is illegal or in material non-compliance with any financial disclosure or other regulatory requirement applicable to the Company. Executive’s obligations under this Section 6 shall continue beyond the termination of Executive’s job. Executive agrees that while employed by employment with the Company and expiration of the Term. (a) For purposes of this Section 6, “Confidential Information” means information, observations and data concerning the business or affairs of the Company, Executive will continue including, without limitation, all business information (whether or not in written form) which relates to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined aboveits customers, use suppliers or disclose to others contractors or any Confidential Information, except as specifically authorized other third parties in a signed writing by the Company or in the performance respect of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive’s breach of this Section 6, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws“know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws 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 will not include such information known to Executive prior to Executive’s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Section 6). In addition, Confidential Information will not include any information relating to the period before the Company’s filing for protection under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court of the District of Delaware (the “Bankruptcy”) to the extent that such information is, at the time of disclosure by Executive, subject to a protective order in connection with pending Bankruptcy-related litigation. 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 fiduciary duties. Executive hereby such dispute to the court that is considering such dispute or to Executive’s legal counsel (provided that such counsel agrees not to disclose, copy, or remove from the premises of the Company disclose any documents, records, tapes or such information other media or format that contain or may contain Confidential Information, except than as required by the nature of Executive’s duties necessary for the Companyprosecution or defense of such dispute).

Nondisclosure of Confidential Information. During the course of Grantee’s employment with the Company, the Company will provide Grantee with access to certain confidential information, trade secrets, and other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, 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 term “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that: (a) was known to Grantee prior to its disclosure by the Company; (b) has become publicly known through no fault of the Grantee; (c) was disclosed to Grantee by a third party without restriction on use or disclosure, so long as the third party was not, to Grantee’s knowledge, subject to a confidentiality obligation with respect to the information; or (d) was independently developed by Grantee without the use of Confidential Information. The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Grantee in the performance of his duties. Grantee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the Company except to the extent that (Aa) Grantee deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; or (b) Grantee is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Grantee shall promptly 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 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 to for use in the public industries in which the Company does business, other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed any action or inaction by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansGrantee. Executive acknowledges that he will continue At such time as Grantee shall cease to receive and develop Confidential Information of be employed by the Company or any other time as a necessary part of Executive’s job. Executive agrees that while employed requested by the Company, Executive Grantee will continue to benefit and add immediately turn over to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s cease to use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its all Confidential Information. Accordingly, Executive will not at any time including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during Executive’s the course of his employment by with the Company, and except for so long thereafter as the pertinent information any of Grantee’s personal employment-related documents or documentation constitutes Confidential Information as defined aboveagreements, use equity plan documents or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Companytax-related documentation.

Nondisclosure of Confidential Information. “Confidential Information” means data (a) Company has provided and will continue to provide to Employee confidential information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, trade secrets including but is not limited toto Company’s permits, business landlord and property owner information, marketing plans, growth strategies, target lists, performance goals, operational strategies, specialized training expertise, employee development, marketing and sales programs, customer, potential customer and supplier/vendor engineering information, sales information, terms of negotiated leases, client and customer lists, employee informationcontracts, marketing strategies, Company financial results, information related to mergers and acquisitionsrepresentation agreements, pricing information, personnel informationproduction and cost data, fee Information, strategic business plans, budgets, financial datastatements, regulatory approval strategiestechnological initiatives, investigative recordsproprietary research or software purchased or developed by Company, researchinformation about employees obtained by virtue of an employee’s job responsibilities and other information Company treats as confidential or proprietary (collectively the “Confidential Information”); provided, marketing strategyhowever, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. that Confidential Information shall not include any excludes information that (A) is or generally becomes generally available to the public other than as a result of an unless through unauthorized disclosure, (B) has been independently developed and disclosed disclosure by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansEmployee. Executive Employee acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable 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 protect disclose the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized provided that Employee shall promptly inform Company, shall reasonably cooperate with Company, at Company’s expense, to obtain a protective order or otherwise restrict disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with the court order. Employee agrees to never use trade secrets in competing, directly or indirectly, with Company. When employment ends, Employee will immediately return all Confidential Information to Company. (b) Employee understands, agrees and acknowledges that the provisions in this Agreement do not prohibit or restrict Employee from communicating with the DOJ, SEC, DOL, NLRB, EEOC or any other 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 any violations of law or regulation to a governmental authority or cooperating with or participating in a signed writing by 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 civilly liable under Federal or State trade secret law for the disclosure of a trade secret (as defined in the performance of work assigned Economic Espionage Act) that: (a) is made in confidence to Executive by the Company. The covenants made by Executive herein are in addition toa Federal, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copyState, or remove from local government official, either directly or indirectly, or to an attorney; and made solely for the premises purpose of the Company any documentsreporting or investigating a suspected violation of law; or, records, tapes (b) is made in a complaint or other media document filed in a lawsuit or format other proceeding, if such filing is made under seal so that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.it is not made public; and,

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information relating concerning its products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in its business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by Executive herein are in addition to, reason of any breach of any provision of this Agreement and not exclusive of, any and to exercise all other rights to which it may be entitled. You agree and acknowledge that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not may in its sole discretion apply to disclose, copy, any court of law or remove from the premises equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature provisions of Executive’s duties for the Companythis Agreement.

Nondisclosure of Confidential Information. “Confidential Information” means data and information relating to the business of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Company and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he Executive will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and in the marketplace generally. Executive further agrees that the loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

Nondisclosure of Confidential Information. “(a) Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information” means data Information (as defined below), including trade secrets, and information relating that Executive's services are of special, unique and extraordinary value to the business Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees that Executive shall not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value unless and to the Company and is not extent that the aforementioned matters become generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used available for use by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Company. Confidential Information shall not include any information that (A) is or becomes generally available to the public other than as a result of an unauthorized disclosureExecutive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (Bi) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to receive and develop Confidential Information of the Company as a necessary part of Executive’s job. Executive agrees that while employed by the Company, Executive will continue to benefit and add to the Company goodwill with its clients and shall promptly notify in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by writing the Company, and consult with and assist the Company in seeking a protective order or request for so long thereafter as other appropriate remedy, (ii) in the pertinent information event that such protective order or documentation constitutes remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive's legal counsel, is legally required to be disclosed. and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as defined aboveconfidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity, use or disclose to others any review the Confidential Information prior to disclosure thereof. (b) For purposes of this Agreement, "Confidential Information" means information, except as specifically authorized in a signed writing by observations and data concerning the Company business or in the performance affairs of work assigned to Executive by the Company. The covenants made by Executive herein are , including, without limitation, all business information (whether or not in addition towritten form) which relates to the Company, and not exclusive of, or its customers,:suppliers or contractors or any and all other rights to third parties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is entitled under federal and state lawnot known to the public generally other than as a result of Executive's breach of this Agreement, including, including but not limited to, rights provided under copyright : technical information or reports; formulas; trade secrets; unwritten knowledge and trade secret laws"know-how"; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and laws concerning fiduciary dutiesproduct 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 will not include such information known to Executive hereby agrees not prior to disclose, copy, or remove from the premises of Executive's involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement). Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any documentsinformation concerning, records, tapes or other media or format that contain or may contain Confidential Informationany dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to his immediate family, to the court that is considering such dispute or to Executive's legal counsel and other professional advisors (provided that such counsel and other advisors agree_not to disclose any such information other than: as required by necessary to the nature prosecution or defense of Executive’s duties for the Companysuch dispute).

Nondisclosure of Confidential Information. “Confidential Information” means data You acknowledge that the businesses of the Company is highly competitive and that the Company's strategies, methods, books, records, and documents, technical information relating concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, you have had and will have access to and have and will become informed of confidential business information which is a competitive asset of the Company. You hereby agree that you will not, at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, which is disclosed or make any use thereof, except in the carrying out of services responsibilities. You shall take all necessary and appropriate steps to or created by Executivesafeguard confidential business information and protect it against disclosure, or of which Executive becomes aware as a consequence of Executive’s relationship with the Companymisappropriation, that has value to the Company misuse, loss and is not generally known to competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during visits to offices of the Companytheft. Confidential Information business information shall not include any information that (A) is or becomes generally available to in the public other than as a result domain (but only if the same becomes part of an unauthorized disclosure, (B) has been independently developed and disclosed by others without violating this Agreement, or (C) otherwise enters the public domain through lawful meansa means other than a disclosure prohibited hereunder). Executive acknowledges that he will continue to receive The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and develop Confidential Information of the Company obligations as a necessary part of Executive’s job. Executive agrees service provider or under this Agreement are at issue; provided, however, that while employed by you shall, to the Companyextent practicable and lawful in any such events, Executive will continue to benefit and add give prior notice to the Company goodwill with its clients and of your intent to disclose any such confidential business information in the marketplace generally. Executive further agrees that loss of such clients will cause context so as to allow the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive an opportunity (which you will not at any time during Executive’s employment by the Company, and for so long thereafter oppose) to obtain such protective orders or similar relief with respect thereto as the pertinent may be deemed appropriate. Any information or documentation constitutes Confidential Information as defined above, use or disclose not specifically related to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned would not be considered confidential to Executive by the Company. The covenants made Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by Executive herein are in addition to, reason of any breach of any provision of this Agreement and not exclusive of, any and to exercise all other rights to which it may be entitled. You agree and acknowledge that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not may in its sole discretion apply to disclose, copy, any court of law or remove from the premises equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature provisions of Executive’s duties for the Companythis Agreement.