Common use of Nondisclosure:  Ownership of Proprietary Property Clause in Contracts

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive's employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive's employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive's employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c) (i) and 4 (c) (ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company's rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive's employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive's possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company Group to protect its legitimate business interests, Employee Confidential Information and Trade Secrets, the Executive hereby covenants and agrees that, for during the Term and thereafter (as described below)at all times thereafter, Employee the Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company Group and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (ii) The Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee the Executive becomes aware. Employee The Executive shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the CompanyCompany Group. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee the Executive hereby unconditionally and irrevocably transfers and assigns to the applicable member of the Company Group all right, title and interest Employee the Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the applicable member of the Company Group any transfers, assignments, documents or other instruments which such member of the Company Group may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany Group.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need of the Company to protect its legitimate business interestsinterests during the Term of this Agreement and thereafter, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he/she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Employee’s date of Separation from Service (hereafter the “Restricted Period thereafterPeriod”). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, the Executive hereby covenants and agrees that, for that the Term and thereafter (as described below), Employee Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (1) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (2) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) The Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee the Executive becomes aware. Employee The Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee the Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee the Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s and, if applicable, the Subsidiary’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or the Subsidiary, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the CompanyCompany or the Subsidiary, as applicable. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company or the Subsidiary, as applicable, all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company or the Subsidiary, as applicable, any transfers, assignments, documents or other instruments which the Company or the Subsidiary, as applicable may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany or the Subsidiary, as applicable.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the Cracker Barrel Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company Cracker Barrel Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCracker Barrel Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCracker Barrel Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable Cracker Barrel Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable Cracker Barrel Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable Cracker Barrel Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall notnever, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company CBRL of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary and at the sole expense of the CBRL Entities, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. U.S.C. §§ 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company CBRL may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity. (d) Executive also recognizes that all writings, illustrations, drawings and other similar materials which embody or otherwise contain Trade Secrets, Confidential Information or Work Product that any CBRL Entity may have produced during his employment or which may have been given to Executive in connection with his employment are the property of CBRL, and it is Executive’s obligation to immediately return any such materials to CBRL.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s and Holdings’ need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that, for during the Term and thereafter (as described below), Employee Executive shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or Holdings, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with EmployeeExecutive’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company or Holdings, as applicable, of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee At times mutually and reasonably convenient, Executive shall assist the CompanyCompany or Holdings, as applicable, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. Executive shall be reimbursed for his time spent on such assistance at such reasonable rates as are mutually agreed to by the parties. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s 's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after the Term); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the expiration or termination of the Term and thereafter (as described below)for any reason, Employee Executive shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance connection with Employee’s duties under this Agreement his performance of services for the Company or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (b) Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Company in the protection or procurement of any intellectual property protection of Company's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (c) Immediately upon expiration or termination of the Term for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Company, Executive shall be owned exclusively by return to Company all written or descriptive materials of any kind in Executive's possession or to which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (d) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § Section 101 et seq., as amended), ) and Employee owned exclusively by Company. Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s 's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, for at all times during which such item shall constitute a Trade Secret (before or after the Term): and (B) with regard to any Confidential Information, at all times during the Term and thereafter for a period of three (as described below)3) years following the expiration or termination of the Term for any reason, Employee Executive shall regard and treat each Trade Secrets Secret and all Confidential Information of Company as strictly confidential and wholly-wholly owned by the Company company and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any such Trade Secrets Secret or Confidential Information to any person or Entity Information, in either case, for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (b) Executive shall immediately notify the Company company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Company in the protection or procurement of any intellectual property protection of Company's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (c) Immediately upon expiration or termination of the Term for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Company, Executive shall be owned exclusively by return to Company all written or descriptive materials of any kind in Executive's possession or to which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue their expiration under the terms of this Agreement. (d) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seqET SEQ., as amended), ) and Employee owned exclusively by Company. Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith)trademarks, trade secretsTrade Secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee Executive shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with EmployeeExecutive’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this the Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” secret under applicable law and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Separation Date (Restricted Period thereafterPeriod). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” hire (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “"trade secret” " under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Employee's date of Separation from Service (hereafter the "Restricted Period thereafterPeriod"). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the PBH Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company PBH Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyPBH Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyPBH Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable PBH Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable PBH Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable PBH Entity.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c)(i) and 4(c)(ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (1) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (2) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Xxxxxxx hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Xxxxxxx shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for a period of two (2) years, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Xxxxxxx shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company CBRL of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Xxxxxxx becomes aware. Employee Xxxxxxx shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. U.S.C. §§ 101 et seq., as amended), and Employee Xxxxxxx hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Xxxxxxx currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Xxxxxxx agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company CBRL may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity. (d) Xxxxxxx also recognizes that all writings, illustrations, drawings and other similar materials which embody or otherwise contain Trade Secrets, Confidential Information or Work Product that any CBRL Entity may have produced during his employment or which may have been given to Xxxxxxx in connection with his employment are the property of CBRL and/or Cracker Barrel, and it is Xxxxxxx'x obligation to immediately return any such materials to CBRL and/or Cracker Barrel, as the case may be.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Employee’s date of Separation from Service (hereafter the “Restricted Period thereafterPeriod”). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright ActAet, 17 U.S.C.A. § §101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s and, if applicable, the Subsidiary’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term of this Agreement and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or the Subsidiary, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the CompanyCompany or the Subsidiary, as applicable. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company or the Subsidiary, as applicable, all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company or the Subsidiary, as applicable, any transfers, assignments, documents or other instruments which the Company or the Subsidiary, as applicable may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany or the Subsidiary, as applicable.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the executive shall regard and treat all information constituting a Trade Secrets and Confidential Secret or confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c)(i) and 4(c)(ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or an any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c)(i) and 4(c)(ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until theft expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive's employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive's employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive's employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c)(i) and 4(c)(ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company's rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive's employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive's possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the Company and its affiliates to protect its legitimate business interests, Employee Confidential Information and Trade Secrets, and the importance and value thereof to the business, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all other Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, provide access, disseminate, reproduce, copy, misappropriate or otherwise communicate (in any form or medium) any Trade Secrets or other Confidential Information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law, court order or other legal process; provided that (i) Executive provides prior written notice to the Company of such requirement, (ii) no more information is disclosed than is required, and (iii) Executive cooperates, at the Company’s cost, with the Company to obtain a protective order or similar confidentiality treatment. This provision Executive shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” be bound by the confidentiality and other obligations under applicable law this Section 12.3 during and shall apply to any Confidential Information, during after the term of his employment and for with the Restricted Period thereafterCompany. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and other Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure disclosure, access or use of any Trade Secrets or other Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property or other Work Product protection or other rights in any of the Trade Secrets or other Confidential Information, if and as may be requested by the Company from time to time. c. All (c) Executive acknowledges and agrees that, as between the Executive, on the one hand, and Parent and the Company on the other hand, all Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has has, or may have at any time hereafter, by operation of law or otherwise in or to any Work ProductProduct on a worldwide basis and without further consideration, including, without limitation, all patents, copyrights, trademarks trademarks, service marks, logos and other marks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) know-how and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments and to take such actions which the Company may deem necessary or appropriate, as may be requested by the Company from time to time, to evidence, effect, record, maintain, protect and/or enforce the rights granted herein or and/or to vest complete title and ownership of any and all Work Product, and including, without limitation, all associated intellectual property and other rights thereintherein and thereto, exclusively in the Company. Executive shall make prompt and full disclosure to the Company of all Work Product that is conceived, reduced to practice, created, made, written or developed (either solely or jointly with others) during the term of his employment with the Company or through the use of any facilities or resources (including, without limitation, any materials, equipment, supplies or Confidential Information) of the Company or of any of its affiliates. In connection with any activities conducted by Executive during the term of his employment with the Company (i) for the Company or any of its affiliates, (ii) utilizing any facilities or resources (including, without limitation, any materials, equipment, supplies or Confidential Information) of the Company or of any of its affiliates, or (iii) that relate to the business of the Company or any of its affiliates, Executive shall not use or incorporate in any products or services or in any designs, plans or other Work Product, or disclose or provide to any other third party or Entity employed or engaged by, or who is otherwise performing services for, the Company or any of its affiliates, any works or other intellectual property or proprietary rights except for (x) works or other intellectual property or proprietary rights that are owned by the Company or any of its affiliates, or (y) without limiting the foregoing subsection (x), works or other intellectual property or proprietary rights that Executive has the right, power and authority to assign (as it is required to do pursuant to this Agreement) to the Company all right, title and interest therein and thereto, or (z) are generally known to and available for use by the public without any restrictions or obligations whatsoever to any person or Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s Employer's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after termination of this Agreement); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the Term and thereafter (as described below)expiration or termination of this Agreement for any reason, Employee Executive shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company Employer and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (ii) Executive shall immediately notify the Company Employer of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Employer in the protection or procurement of any intellectual property protection of Employer's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (iii) Immediately upon expiration or termination of this Agreement for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Employer, Executive shall be owned exclusively by return to Employer all written or descriptive materials of any kind in Executive's possession or to which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (iv) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § Section 101 et seqET SEQ., as amended), ) and Employee owned exclusively by Employer. Executive hereby unconditionally and irrevocably transfers and assigns to the Company Employer all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company Employer any transfers, assignments, documents or other instruments which the Company Employer may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyEmployer.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need of the Company to protect its legitimate business interestsinterests during the Term of this Agreement and thereafter, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he/she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of Prestige to protect its legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company Prestige and shall notnever, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company Prestige of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyPrestige, to the extent reasonably requestednecessary and at the sole expense of Prestige, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyPrestige. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. U.S.C. §§ 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company Prestige all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company Prestige any transfers, assignments, documents or other instruments which the Company Prestige may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in Prestige. (d) Executive also recognizes that all writings, illustrations, drawings and other similar materials which embody or otherwise contain Trade Secrets, Confidential Information or Work Product that Prestige may have produced during his employment or which may have been given to Executive in connection with his employment are the Companyproperty of Prestige, and it is Executive's obligation to immediately return any such materials to Prestige.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the Company and its affiliates to protect its legitimate business interests, Employee Confidential Information and Trade Secrets, and the importance and value thereof to the business, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all other Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, provide access, disseminate, reproduce, copy, misappropriate or otherwise communicate (in any form or medium) any Trade Secrets or other Confidential Information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law, court order or other legal process; provided that (i) Executive provides prior written notice to the Company of such requirement, (ii) no more information is disclosed than is required, and (iii) Executive cooperates, at the Company’s cost, with the Company to obtain a protective order or similar confidentiality treatment. This provision Executive shall apply to each item constituting a Trade Secret at be bound by the confidentiality and other obligations under this Article 12 and all times it remains a “trade secret” under applicable law sections thereof during and shall apply to any Confidential Information, during after the term of his employment and for with the Restricted Period thereafterCompany. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and other Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure disclosure, access or use of any Trade Secrets or other Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property or other Work Product protection or other rights in any of the Trade Secrets or other Confidential Information, if and as may be requested by the Company from time to time. c. All (c) Executive acknowledges and agrees that, as between the Executive and the Company, all Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has has, or may have at any time hereafter, by operation of law or otherwise in or to any Work ProductProduct on a worldwide basis and without further consideration, including, without limitation, all patents, copyrights, trademarks trademarks, service marks, logos and other marks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) know-how and other intellectual property rights. Employee Executive agrees to execute and arid deliver to the Company any transfers, assignments, documents or other instruments and to take such actions which the Company may deem necessary or appropriate, as may be requested by the Company from time to time, to evidence, effect, record, maintain, protect and/or enforce the rights granted herein or and/or to vest complete title and ownership of any and all Work Product, and including, without limitation, all associated intellectual property and other rights thereintherein and thereto, exclusively in the Company. Executive shall make prompt and full disclosure to the Company of all Work Product that is conceived, reduced to practice, created, made, written or developed (either solely or jointly with others) during the term of his employment with the Company or through the use of any facilities or resources (including, without limitation, any materials, equipment, supplies or Confidential Information) of the Company or of any of its affiliates. In connection with any activities conducted by Executive during the term of his employment with the Company (i) for the Company or any of its affiliates, (ii) utilizing any facilities or resources (including, without limitation, any materials, equipment, supplies or Confidential Information) of the Company or of any of its affiliates, or (iii) that relate to the business of the Company or any of its affiliates, Executive shall not use or incorporate in any products or services or in any designs, plans or other Work Product, or disclose or provide to any other third party or Entity employed or engaged by, or who is otherwise performing services for, the Company or any of its affiliates, any works or other intellectual property or proprietary rights except for (x) works or other intellectual property or proprietary rights that are owned by the Company or any of its affiliates, or (y) without limiting the foregoing subsection (x), works or other intellectual property or proprietary rights that Executive has the right, power and authority to assign (as it is required to do pursuant to this Agreement) to the Company all right, title and interest therein and thereto, or (z) are generally known to and available for use by the public without any restrictions or obligations whatsoever to any person or Entity.

Nondisclosure:  Ownership of Proprietary Property. a. In x. Xx recognition of the Company’s and, if applicable, the Subsidiary’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or the Subsidiary, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the CompanyCompany or the Subsidiary, as applicable. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company or the Subsidiary, as applicable, all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company or the Subsidiary, as applicable, any transfers, assignments, documents or other instruments which the Company or the Subsidiary, as applicable, may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany or the Subsidiary, as applicable.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s 's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after the Term); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the expiration or termination of the Term and thereafter (as described below)for any reason, Employee Executive shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance connection with Employee’s duties under this Agreement his performance of services for the Company or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (b) Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Company in the protection or procurement of any intellectual property protection of Company's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (c) Immediately upon expiration or termination of the Term for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Company, Executive shall be owned exclusively by return to Company all written or descriptive materials of any kind in Executive's possession or to which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (d) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by Company. Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s 's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that, for during the Term and thereafter (as described below), Employee Executive shall regard and treat Trade Secrets and Confidential Information (as defined below) as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s Executive's duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee At times mutually and reasonably convenient, Executive shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. Executive shall be reimbursed for his time spent on such assistance at such reasonable rates as are mutually agreed to by the parties. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. d. For purposes of this Section 12, (i) “Confidential Information” shall mean the proprietary or confidential data, information, documents or materials (whether oral, written, electronic or otherwise) belonging to or pertaining to the Company, other than “Trade Secrets” (as defined below), which is of tangible or intangible value to the Company and the details of which are not generally known to the competitors of the Company. Confidential Information shall also include any items marked “CONFIDENTIAL” or some similar designation or which are otherwise identified as being confidential and which are not in the public domain (so long as any such information that is in the public domain has not become in the public domain through the acts or omissions of Executive), (ii) “Entity” shall mean any business, individual, partnership, joint venture, agency, governmental agency, body or subdivision, association, firm, corporation, limited liability company or other entity of any kind, (iii) “Trade Secrets” shall mean information or data of or about the Company, including, but not limited to, technical or non-technical data, recipes, menu designs, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers that: (A) derives economic value, actual or potential, 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; (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and (C) includes any other information which is defined as a “trade secret” under applicable law; provided, however, that Trade Secrets shall exclude any information in the public domain so long as any such Trade Secrets that are in the public domain have not become in the public domain through the acts or omissions of Executive, and (iv) “Work Product” shall mean all tangible work product, property, data, documentation, “know-how,” concepts or plans, inventions, improvements, techniques and processes relating to the Company that were conceived, discovered, created, written, revised or developed by Executive while employed by the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.vest

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. Neither this nor any other provision of this Agreement is intended to (x) prohibit Employee from reporting possible violations of law to any governmental agency or entity or from making other disclosures to a governmental agency or entity that are protected under the whistleblower provisions of any law or regulation or (y) require that Employee obtain permission to make, or notify anyone at the Company that Employee has made, such reports or disclosures. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c) (I) and 4(c) (ii) the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until theft expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the executive shall regard and treat all information constituting a Trade Secrets and Confidential Secret or confidential Information as strictly confidential and wholly-wholly owned by the Company company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized discloser of use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c) (i) and 4 (c) (ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or an any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the CompanyEmployer’s need to protect its legitimate business interests, Employee hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after termination of this Agreement); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the Term and thereafter (as described below)expiration or termination of this Agreement for any reason, Employee shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company Employer and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company Employer of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Employee or any other person or entity of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, cooperate fully with Employer in the protection or procurement of any intellectual property protection of Employer’s rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (iii) Immediately upon expiration or termination of this Agreement for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Employer, Employee shall be owned exclusively by return to Employer all written or descriptive materials of any kind in Employee’s possession or to which Employee has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (iv) To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § §101 et seq., as amended), ) and owned exclusively by Employer. Employee hereby unconditionally and irrevocably transfers transfer and assigns to the Company Employer all rightrights, title and interest Employee currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company Employer any transfers, assignments, documents or other instruments which the Company Employer may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyEmployer.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “"trade secret” " under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for a period of three (3) years following Employee's Termination Date (hereafter the "Restricted Period thereafterPeriod"). b. (b) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patentspatents including extensions, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (d) Employee represents and agrees that he will keep all terms and provisions of this Agreement completely confidential, except for possible disclosures to his legal advisors or to the extent required by law, and Employee further agrees that he will not disclose the terms, provisions or information contained in or concerning this Agreement to anyone, including, but not limited to, any past, present, or prospective employee or applicant for employment with the Company. Employee agrees that he may only disclose to future, potential employers of Employee that he participates in a Release and Restrictive Covenant Agreement with the Company which imposes certain restrictions on him.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee (i) The Executive hereby covenants and agrees that: (i) with regard to information constituting a Trade Secret, at all times during the Executive’s employment with the Company and all times thereafter during which such information continues to constitute a Trade Secret; and (ii) with regard to any Confidential Information, at all times during the Executive’s employment with the Company and for three (3) years after the Term and thereafter (as described below)termination of the Executive’s employment with the Company, Employee the Executive shall regard and treat all information constituting a Trade Secrets and Secret or Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, reason in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate appropriate or otherwise communicate any Trade Secrets or Confidential Information such information to any person or Entity party for any purpose other than strictly in accordance with Employee’s duties under the express terms of this Agreement or and other than as may be required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. (ii) To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), ) and Employee owned exclusively by the Company. The Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee the Executive may currently has have or in the future may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee The Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company. (iii) The Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by the Executive or any other person of which the Executive becomes aware. In addition to complying with the provisions of Section 4(c) (i) and 4 (c) (ii), the Executive shall exercise his best efforts to assist the Company, to the extent the Company deems reasonably necessary, in the procurement of any protection of the Company’s rights to or in any of the Trade Secrets or Confidential Information. (iv) Immediately upon termination of the Executive’s employment with the Company, or at any point prior to or after that time upon the specific request of the Company, the Executive shall return to the Company all written or descriptive materials of any kind in the Executive’s possession or to which the Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the confidentiality obligations of this Agreement shall continue until their expiration under the terms of this Agreement.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Southern Entities to protect its their legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company applicable Southern Entity and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this the Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Separation Date (hereafter the “Restricted Period thereafterPeriod”). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany of other Southern Entity, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the CompanyCompany or applicable Southern Entity. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretsTrade Secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the PBH Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company PBH Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyPBH Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyPBH Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § §101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable PBH Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable PBH Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable PBH Entity.

Nondisclosure:  Ownership of Proprietary Property. a. In x. Xx recognition of the Company’s and, if applicable, the Subsidiary’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term of this Agreement and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or the Subsidiary, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the CompanyCompany or the Subsidiary, as applicable. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company or the Subsidiary, as applicable, all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company or the Subsidiary, as applicable, any transfers, assignments, documents or other instruments which the Company or the Subsidiary, as applicable, may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany or the Subsidiary, as applicable.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s and, if applicable, the Subsidiary’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company or the Subsidiary, as applicable, and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company and, if applicable, the Subsidiary of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the CompanyCompany and, if applicable, the Subsidiary, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the CompanyCompany or the Subsidiary, as applicable. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company or the Subsidiary, as applicable, all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company or the Subsidiary, as applicable, any transfers, assignments, documents or other instruments which the Company or the Subsidiary, as applicable, may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the CompanyCompany or the Subsidiary, as applicable.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that, for during the Term and thereafter (as described below), Employee Executive shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employeethe performance of Executive’s duties and responsibilities under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee At times mutually and reasonably convenient, Executive shall assist the Company, Company to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. Executive shall be reimbursed for his time spent on such assistance at such reasonable rates as are mutually agreed to by the parties. Nothing in this Agreement shall prohibit or impede Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is Executive authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or Trade Secrets without prior written consent of the Board. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term of this Agreement and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § §101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Xxxxxx hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Xxxxxx shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall notnever, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Xxxxxx shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company CBRL of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Xxxxxx becomes aware. Employee Xxxxxx shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. U.S.C. §§ 101 et seq., as amended), and Employee Xxxxxx hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Xxxxxx currently has or may have by operation of law or otherwise in or to any Work Productany (d) Xxxxxx also recognizes that all writings, includingillustrations, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) drawings and other intellectual similar materials which embody or otherwise contain Trade Secrets, Confidential Information or Work Product that any CBRL Entity may have produced during his employment or which may have been given to Xxxxxx in connection with his employment are the property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work ProductCBRL and/or Cracker Barrel, and all associated intellectual property and other rights thereinit is Xxxxxx'x obligation to immediately return any such materials to CBRL and/or Cracker Barrel, exclusively in as the Companycase may be.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s 's need to protect its legitimate business interests, Employee Executive hereby covenants and agrees that: (A) with regard to each item constituting a Trade Secret, at all times during which such item shall constitute a Trade Secret (before or after the Term); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the expiration or termination of the Term and thereafter (as described below)for any reason, Employee Executive shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance connection with Employee’s duties under this Agreement his performance of services for the Company or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (b) Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Company in the protection or procurement of any intellectual property protection of Company's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (c) Immediately upon expiration or termination of the Term for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Company, Executive shall be owned exclusively by the Company. To the greatest extent possible, return to Company all written or descriptive materials of any Work Product shall be deemed kind in Executive's possession or to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended)which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and Employee hereby unconditionally and the confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (d) irrevocably transfers and assigns to the Company all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition (a) Secret, at all times during which such item shall constitute a Trade Secret (before or after the Term); and (B) with regard to any Confidential Information, at all times during the term of this Agreement and for a period of three (3) years following the expiration or termination of the Company’s need to protect its legitimate business interestsTerm for any reason, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee Executive shall regard and treat each item constituting a Trade Secrets Secret and all Confidential Information as strictly confidential and wholly-wholly owned by the Company and shall will not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or Entity third party for any purpose other than in accordance connection with Employee’s duties under this Agreement his performance of services for the Company or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and (b) Executive shall immediately notify the Company of any intended or unintended, unauthorized disclosure or use of any Trade Secrets or Confidential Information by Executive or any other person or entity of which Employee Executive becomes aware. Employee Executive shall assist the Company, to the extent reasonably requested, cooperate fully with Company in the protection or procurement of any intellectual property protection of Company's rights to or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product (c) Immediately upon expiration or termination of the Term for any reason, or if notice of termination is required hereunder, upon receipt of such notice, or at any time after such termination or notice upon the specific request of Company, Executive shall be owned exclusively by return to Company all written or descriptive materials of any kind in Executive's possession or to which Executive has access that constitute or contain any Confidential Information or Trade Secrets, and the Company. confidentiality obligations described in this Agreement shall continue until their expiration under the terms of this Agreement. (d) To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § Section 101 et seq., as amended), ) and Employee owned exclusively by Company. Executive hereby unconditionally and irrevocably transfers and assigns to the Company all rightrights, title and interest Employee Executive currently has or in the future may have have, by operation of law or otherwise otherwise, in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secretstrademarks, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or appropriate to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the PBH Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company PBH Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “"trade secret” " under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyPBH Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyPBH Entities. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § §101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable PBH Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable PBH Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable PBH Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (1) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (2) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall notnever, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereaftercourt order or other legal process. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company CBRL of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary and at the sole expense of the CBRL Entities, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. U.S.C. §§ 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company CBRL may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity. (d) Executive also recognizes that all writings, illustrations, drawings and other similar materials which embody or otherwise contain Trade Secrets, Confidential Information or Work Product that any CBRL Entity may have produced during his employment or which may have been given to Executive in connection with his employment are the property of CBRL, and it is Executive's obligation to immediately return any such materials to CBRL.

Nondisclosure:  Ownership of Proprietary Property. a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter. Neither this nor any other provision of this Agreement is intended to (x) prohibit Employee from reporting possible violations of law to any governmental agency or entity or from making other disclosures to a governmental agency or entity that are proteted under the whistleblower provisions of any law or regulation or (y) require that employee obtain permission to make, or notify anyone at the Company that Employee has made, such reports or disclosures. b. Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information and shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requested, in the protection or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.goodwill

Nondisclosure:  Ownership of Proprietary Property. a. (a) In recognition of the Company’s need of the CBRL Entities to protect its their legitimate business interests, Employee Confidential Information and Trade Secrets, Executive hereby covenants and agrees that, for the Term and thereafter (as described below), Employee that Executive shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company CBRL Entities and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person third party or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply , court order or other legal process: (i) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “"trade secret” " under applicable law law, and shall apply (ii) with regard to any Confidential Information, during employment and for the Restricted Period thereafterPeriod. b. Employee (b) Executive shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and he shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee Executive becomes aware. Employee Executive shall assist the CompanyCBRL Entities, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (c) All Work Product shall be owned exclusively by the CompanyCBRL Entities. To the greatest extent possible, any Work Product shall be deemed to be “"work made for hire” " (as defined in the Copyright Act, 17 U.S.C.A. § ss. 101 et seq., as amended), and Employee Executive hereby unconditionally and irrevocably transfers and assigns to the Company applicable CBRL Entity all right, title and interest Employee Executive currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee Executive agrees to execute and deliver to the Company applicable CBRL Entity any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Companyapplicable CBRL Entity.

Nondisclosure:  Ownership of Proprietary Property. a. (i) In recognition of the Company’s need of the Company to protect its legitimate business interests, Confidential Information and Trade Secrets, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), that Employee shall regard and treat Trade Secrets and all Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets such item or Confidential Information information to any person or third party Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply : (A) with regard to each item constituting a Trade Secret Secret, at all times it such information remains a “trade secret” under applicable law law, and shall apply (B) with regard to any Confidential Information, during employment and for a period of three (3) years following the Employee’s date of Separation from Service (hereafter the “Restricted Period thereafterPeriod”). b. (ii) Employee shall exercise best efforts to ensure the continued confidentiality of all Trade Secrets and Confidential Information Information, and she shall immediately notify the Company of any unauthorized disclosure or use of any Trade Secrets or Confidential Information of which Employee becomes aware. Employee shall assist the Company, to the extent reasonably requestednecessary, in the protection of or procurement of any intellectual property protection or other rights in any of the Trade Secrets or Confidential Information. c. (iii) All Work Product shall be owned exclusively by the Company. To the greatest extent possible, any Work Product shall be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C.A. § 101 et seq., as amended), and Employee hereby unconditionally and irrevocably transfers and assigns to the Company all right, title and interest Employee currently has or may have by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks (and the goodwill associated therewith), trade secrets, service marks (and the goodwill associated therewith) and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may deem necessary or appropriate, from time to time, to protect the rights granted herein or to vest complete title and ownership of any and all Work Product, and all associated intellectual property and other rights therein, exclusively in the Company.