Common use of Nondisclosure Clause in Contracts

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).

Nondisclosure. The Executive hereby acknowledges that agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available any Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any Person whatsoever (including other employees of Employer and/or its Affiliates) not having a need to know and authority to know and use the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, Confidential Information in connection with the business of Employer and/or its Affiliates, and, in any event, not to anyone outside of the direct employ of Employer and/or its Affiliates except as required in the performance of services hereunderExecutive’s authorized employment duties to Employer (and then, to provide or make available such disclosure shall be made only within the limits and to the Executive certain confidential extent of such duties); and proprietary information(iii) not to access or use any Confidential Information, includingand not to copy any documents, but not limited torecords, business and financial informationfiles, technological informationmedia, strategiesor other resources containing any Confidential Information, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (remove any such confidential documents, records, files, media, or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove other resources from the premises or control of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entityEmployer and/or its Affiliates, except as specifically and previously authorized required in writing by the Board or as required for the due and proper performance of his Executive’s authorized employment duties to Employer (and obligations under this Agreement. In additionthen, such disclosure shall be made only within the Executive shall employ all necessary safeguards limits and precautions in order to ensure that unauthorized access to the extent of such duties).Executive shall exercise reasonable care to protect all Confidential Information. Executive will immediately give notice to Employer of any unauthorized use or disclosure of Confidential Information. Executive hereby represents and warrants that he or she shall assist Employer in remedying any such unauthorized use or disclosure of Confidential Information. Nothing herein shall be construed to prevent disclosure of Confidential Information is not afforded to any person, firm, corporation as may be required by applicable law or entity. Upon any expiration or termination of this Agreementregulation, or if pursuant to the Board valid order of a court of competent jurisdiction or an authorized government agency, provided that the Company so requests at any timedisclosure does not exceed the extent of disclosure required by such law, the regulation, or order. Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive provide written notice of any information that (i) is generally available such order to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Employer.

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE STANDARD or their affiliates and that it will be necessary, in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE STANDARD or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE STANDARD and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE STANDARD and their its affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE STANDARD or their affiliates, commercially exploit, make available to otherspersons other than STANDARD, its employees and affiliates, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entityentity other than STANDARD or its affiliates, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all reasonable and necessary safeguards and precautions consistent with practices customarily followed by management in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates STANDARD all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) was or is generally available to the public (other than through a breach of an obligation of confidentiality), (ii) was within the possession of Executive prior to its being furnished to Executive by the Company, (iii) was or is independently developed by Executive without reference to, or derivation from, the Confidential Information, or (iiiv) was or is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE STANDARD or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE STANDARD or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).

Nondisclosure. The Executive hereby acknowledges covenants and agrees that he shall not, for as long as he is employed by the Executive has knowledge Company and at all times thereafter, except with the express prior written consent of certain confidential and proprietary information relating to the Company, CALIBRE directly or their affiliates and that it will be necessaryindirectly, whether as an employee, associate, owner, partner, member, agent, director, officer, shareholder, consultant, representative or in connection with any other capacity, for his own account or for the performance benefit of services hereunderany Person, to communicate, disclose, divulge, provide commentary regarding or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics any Person any of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential ’s Proprietary Information"). The Executive further acknowledges ; provided that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term provisions of this Agreement and following the expiration or termination hereof. The Executive Section 5.2 shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available apply to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (ia) is or becomes generally available to the public (other than through as a breach result of an obligation of confidentialitydisclosure by Executive, or (iib) is lawfully obtained was readily available to Executive on a non-confidential basis prior to its disclosure to Executive by the Company, (c) was in Executive’s lawful possession as evidenced by records kept in the ordinary course of business or by proof of actual prior possession; (d) becomes available to Executive without obligation of confidentiality on a non-confidential basis from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, provided that such source is not known by Executive to be bound by a confidentiality agreement agreements with the Company or its Affiliates (or any representatives thereof) or by legal or fiduciary constraints on disclosure of such information, or (e) is required to be disclosed pursuant to an order or other law, provided that Executive shall give the Company prompt notice thereof prior to such disclosure and, at the request of the Company, CALIBRE shall cooperate in all reasonable respects in maintaining the confidentiality of Proprietary Information so required to be disclosed, including obtaining a protective order or other similar order. Nothing in this Section 5.2 shall limit in any respect Executive’s ability to disclose information as required in connection with Executive’s performance of its affiliates this Agreement or the enforcement by Executive of his rights under this Agreement, subject to the proviso of clause (e) in the immediately preceding sentence. For purposes of this Agreement, “Person” means a natural person, corporation, partnership, limited liability company, trust, estate, joint venture, sole proprietorship, government (and is not otherwise under an obligation of secrecy any branch or confidentiality to either of themsubdivision thereof), governmental agency, association, cooperative or other entity.

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, necessary in connection with the performance of services hereunder, hereunder to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable includes certain protected trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information trade secrets shall remain the property of the Company, CALIBRE and their Company or its affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates's premises, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board Company or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates Company all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) paragraph A shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that which (i) is generally available to the public (other than that through a breach on the part of an obligation the Executive of confidentialityany of the terms or provisions hereof), or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than that the Company, CALIBRE Company or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE Company or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)., or (iii) is required to be disclosed by judicial or administrative process or, in the opinion of counsel, by the that the Executive complies fully customers, methods or tactics of the Company or its affiliates (any such confidential requirements of applicable law with the provisions of paragraph B below). Mr. Joseph L. von Rosenberg III June 1, 1996

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which the Executive can demonstrate: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required and shall exercise best efforts to any person, firm, corporation or entityobtain assurance that confidential treatment will be accorded to such Confidential Information. Upon any The Executive agrees that until the expiration or of five years from the date of termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to his employment by the Company, CALIBRE and their affiliates all Confidential Information in he will not without the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding prior written approval of the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that Company (i) is generally available in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities, assets or property of the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE Company or any of its affiliates and subsidiaries, whether such agreement or proposal is not otherwise under an obligation of secrecy with the Executive or confidentiality to either of them).with a third party, other than shares of

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE PSI or their affiliates and that it will be necessary, in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE PSI or its affiliates (any such confidential or proprietary information being hereinafter referred to as "“Confidential Information"”). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE PSI and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE PSI and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE PSI or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE PSI and their affiliates all Confidential Information in the Executive's ’s possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE PSI or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE PSI or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).

Nondisclosure. The Executive hereby acknowledges that Except with the prior written consent of IPC in each instance or as may be reasonably necessary to perform the Executive's services hereunder, the Executive has knowledge of certain shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during or after the Term, any confidential and proprietary information relating to CompanyIPC or any Subsidiary or Affiliate thereof acquired by him prior to, CALIBRE during the course of, or their affiliates and that it will be necessaryincident to, in connection with the performance of services his employment hereunder, to provide or make available to the Executive certain . Such confidential and proprietary information, includinginformation shall include, but shall not be limited to, business and financial informationinformation relating to (a) the business, technological informationoperations, strategiessystems, the status and content of contracts with suppliers or clientsservices, know-how, trade secrets, customer lists lists, pricing policies, operational methods, market plans, product development plans, acquisition plans, design and design projects, inventions and research projects and all other plans and processes of IPC, and (b) the business, operations, personnel, activities, financial information on customersaffairs, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, IPC or any Subsidiary or Affiliate thereof and their respective customers, methods suppliers, employees, consultants, officers, directors, stockholders and other Persons having business dealings with IPC or tactics of any Subsidiary or Affiliate thereof. In the Companyevent Executive is required (by oral questions, CALIBRE interrogatories, requests for information or its affiliates (documents in legal proceedings, subpoenas, civil investigative demand or similar process) to disclose any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additioninformation, the Executive shall employ all necessary safeguards and precautions in provide IPC with prompt written notice of such requirement so that IPC may seek a protective order to ensure that unauthorized access to or other appropriate remedy and/or waive compliance with the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination provisions of this AgreementSection. If, in the absence of such a protective order or if the Board other remedy or the Company so requests at any timereceipt of a waiver by IPC, the Executive is nonetheless advised by his legal counsel that he is legally compelled to disclose such confidential information, the Executive may, without liability hereunder, disclose only that portion of such confidential information which such counsel advises is legally required to be disclosed; provided that the Executive exercises his reasonable efforts to preserve the confidentiality of the information, including, without limitation, by cooperating with IPC to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the confidential information. The parties acknowledge that nothing in this Section 8 shall promptly return be construed as to prevent the CompanyExecutive from engaging in the activities set forth in the last sentence of Section 3 hereof as contemplated by the Corporate Opportunity Agreement, CALIBRE and their affiliates all Confidential Information in consistent with the Executive's possession, whether in writing, on computer disks obligations with respect to any confidential information relating to IPC or other media, without retaining any copies, extracts Subsidiary or other reproductions thereof. Notwithstanding the foregoing, nothing contained Affiliate thereof as set forth in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)8.

Nondisclosure. (a) The Executive Employee hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection with employment by the performance of services hereunderCompany, the Employee will be exposed to provide or make available to the Executive and may obtain certain confidential and proprietary information, including, but not limited towithout limitation, information, trade secrets, formulae, technical data and know-how, regarding the business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics operations of the CompanyCompany (collectively, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"); Confidential Information, however, shall not include information disclosed or otherwise made available to the general public, information disclosed to third parties by the Company without restriction on such third parties and information released from confidential treatment by written consent of the Company. The Executive Employee further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall is unique, valuable, considered trade secrets and deemed proprietary by the Company. (b) The Employee agrees that all Confidential Information is and will remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publishEmployee further agrees, disseminatefor the duration of the Term and thereafter, distributeto hold in strictest confidence all Confidential Information, discloseand not, directly or indirectly, to duplicate, sell, assignuse, transferlease, copycommercialize, remove from disclose or otherwise divulge to any person or entity any portion of the premises Confidential Information or use any Confidential Information for the Employee's benefit or profit or allow any person, entity or third party, other than the Company and its authorized employees to use or otherwise gain access to any Confidential Information. (c) All written Confidential Information and all memoranda, notes, records or other documents made or compiled by, or otherwise made available to, the Employee concerning the business of the Company or its affiliates shall be the Company's property and shall be delivered to the Company upon the termination of the Employee's employment hereunder or at any time upon the request of the Company. The Employee shall not at any time have or claim any right, CALIBRE title or their affiliates, commercially exploit, make available to others, interest in any material or otherwise make use matter of any Confidential Information to sort prepared for or for used in connection with the use business or benefit promotion of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them). 8.

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which the Executive can demonstrate: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required and shall exercise best efforts to any person, firm, corporation or entityobtain assurance that confidential treatment will be accorded to such Confidential Information. Upon any The Executive agrees that until the expiration or of five years from the date of termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to his employment by the Company, CALIBRE and their affiliates all Confidential Information in he will not without the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding prior written approval of the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that Company (i) is generally available in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, any securities, assets or property of the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE Company or any of its affiliates and subsidiaries, whether such agreement or proposal is not otherwise under an obligation of secrecy with the Executive or confidentiality to either of them).with a third party, other than

Nondisclosure. The Executive Parent and Skagen US are parties to that certain Confidentiality Agreement, entered into as of January 25, 2011, relating to the subject matter of this Agreement (the “Confidentiality Agreement”), and which is intended to remain a separate and distinct contractual obligation of each of the parties. Each member of the Seller Group and each Buyer hereby agrees to be bound by the terms and conditions of the Confidentiality Agreement to the full extent as if such party were an original signatory thereto, such that each member of the Seller Group shall have the rights and obligations of Skagen US and such that each Buyer shall have the rights and obligations of Parent. Each member of the Seller Group acknowledges and agrees that all customer, prospect and marketing lists and strategies, sales data, processes, know-how, trade secrets, supplier lists, details of contracts, pricing policies, operational methods, bidding information, practices, policies or procedures, product development techniques or plans and other confidential information of the Executive has knowledge Companies and the Company Subsidiaries (collectively, “Confidential Information”) are valuable assets and, following the Closing, will be owned exclusively by the Companies or the applicable Company Subsidiaries or their respective Affiliates, as controlled by Buyers. From the date hereof until the expiration of certain the Non-competition period, each Seller shall, and shall use its commercially reasonable efforts to cause its representatives to, treat the Confidential Information, together with any other confidential information furnished to any Seller or the Seller Representative of such Seller by Buyers, as confidential and proprietary not to make use of such information relating to Company, CALIBRE for such Seller’s or their affiliates and that it will be necessary, such Seller Representative’s own purposes or for the benefit of any other Person (other than in connection with operating the performance of services hereunder, to provide or make available Business prior to the Executive certain confidential Closing or on behalf of, and proprietary informationat the direction of, including, but not limited to, business and financial information, technological information, strategies, any Buyer after the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"Closing). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (; provided, however, that Confidential Information and any other confidential information furnished by Buyers shall not include (i) any information which is readily available in the public domain, (ii) information which was provided to such source is not bound Seller or a Seller Representative by a confidentiality agreement with third party without violation of any confidential obligation owed to Parent, the CompanyCompanies, CALIBRE the Company Subsidiaries or their respective Affiliates or (iii) information which such Seller or a Seller Representative can demonstrate resulted from its own research and development, independent of such Confidential Information or other confidential information furnished by Buyers, the Companies or any Company Subsidiary; provided, further, however, that this Section 5.10 shall not restrict such Seller or a Seller Representative from providing information which is required to be produced under applicable Law (provided that such Seller or such Seller Representative provide Parent with timely notice of its affiliates such requirement and is not otherwise under an obligation of secrecy opportunity to excuse or confidentiality to either of themrestrict such production).

Nondisclosure. The Executive hereby acknowledges that Neither Sellers nor any of their respective officers or directors shall, at any time after the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination date of this Agreement, divulge, furnish or if make accessible to anyone the Board following information ("Proprietary Information"): any confidential knowledge or information with respect to confidential plans, ideas or know-how of the Company so requests at Acquired Businesses or any time, other confidential or secret aspects of the Executive shall promptly return to business of the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other mediaAcquired Businesses (including, without retaining limitation, customer lists, lists of suppliers, or any copiespricing or commission arrangements); provided, extracts or other reproductions thereof. Notwithstanding however, that the foregoing, nothing contained in this Section 8(A) foregoing provision shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of not apply to any information that (i) which is or becomes generally available to the public (other than through a no breach of an obligation this Agreement or which, in the opinion of confidentialitycounsel, is required by law, rule or (ii) is lawfully obtained by the Executive without obligation regulation to be disclosed. If at any time Sellers or any of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, their respective officers, directors or employees is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas or similar legal process) to disclose any Proprietary Information, Sellers shall promptly notify Buyer and shall refrain from making such disclosure so that Buyer may, at its own expense, seek an appropriate protective order in a prompt manner and/or waive compliance with the provisions hereof. If, in the absence of a protective order or the receipt of a waiver hereunder, in the reasonable written opinion of counsel to Sellers, disclosure of Proprietary Information to any tribunal or any governmental agency is required to avoid liability for contempt or any other penalty, then Sellers or their respective officers, directors or employees, agents as applicable, may disclose such Proprietary Information to such tribunal or other representatives (agency without liability hereunder; provided, however, that Buyer shall promptly be notified of such source decision. Sellers are aware that material and irreparable injury would be done to Buyer if either such party would divulge Proprietary Information to competitors of Buyer. Sellers recognize and acknowledge that the Proprietary Information constitutes a valuable, special and unique asset of the business of the Acquired Businesses. (c) If either Seller breaches, or threatens to commit a breach of, any of the provisions of Sections 8.14(a) or 8.14(b) (the "Restrictive Covenants"), Buyer shall have the following rights and remedies, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not bound in lieu of, any other rights and remedies available to Buyer under law or in equity: (i) The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer. (ii) The right and remedy to require Sellers to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits derived or received by Sellers as the result of any transactions constituting a confidentiality agreement with breach of the CompanyRestrictive Covenants. (d) Sellers acknowledge and agree that the Restrictive Covenants are reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, CALIBRE or any part thereof, is invalid or unenforceable, the remainder of its affiliates the Restrictive Covenants shall not thereby be affected and is not otherwise under an obligation of secrecy or confidentiality shall be given full effect, without regard to either of them).the invalid portions. 8.15

Nondisclosure. The Executive hereby Seller acknowledges that included in the Executive Purchased Assets are certain Intellectual Property that Seller has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates used exclusively in the Business and that it will be necessary, has commercial value in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential Business and proprietary information, including, but not limited to, business and financial information, technological information, strategiesaccordingly have been treated by Seller as confidential. All such information (collectively, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use be kept confidential by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (Seller as provided below; provided, however, that the term "Confidential Information" shall not include any information which shall have been made public by Seller or its Affiliates prior to the date hereof or which shall be made public by Buyer or its Affiliates at any time after the Closing Date. Seller agrees that on and after the Closing Date, it and its Affiliates will keep in strictest confidence and trust all Confidential Information and neither Seller nor any of its Affiliates will, without Buyer's prior written consent, use or disclose any Confidential Information, except to the extent (i) necessary to comply with any legal requirements in connection with Seller's ownership or operation of the Purchased Assets prior to the Closing Date, such source is not bound by a confidentiality agreement with as the Company, CALIBRE filing of income tax returns or reports or (ii) Seller or any of its affiliates and Affiliates becomes legally compelled (e.g., by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, in which case, Seller or its Affiliates, as the case may be, will provide Buyer with prompt written notice so that Buyer may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.4. If such protective order or other remedy is not otherwise under an obligation obtained or Buyer waives compliance with the provisions of secrecy this Section 5.4, Seller or confidentiality to either its Affiliate, as the case may be, will furnish only that portion of them)the Confidential Information which is legally required.

Nondisclosure. The Executive hereby acknowledges that Each Seller covenants and agrees that, from and after the Executive has knowledge Closing Date, neither such Seller, nor any Affiliate of certain confidential such Seller, shall disclose or use, directly or indirectly, any Confidential Information. If the disclosure of Confidential Information is required by Law, such Seller may disclose it, but only after using commercially reasonable efforts to provide Buyer an opportunity to object to the disclosure and proprietary shall give Buyer as much prior written notice as is possible under the circumstances. For purposes of this Section 8.7, “Confidential Information” means (a) all information belonging to, used by, or which is in the possession of, the Company or such Seller relating to the Company’s or the Asset Seller’s respective business or assets, specifically including, without limitation, information relating to the Company’s or the Asset Seller’s products, CALIBRE services, strategies, pricing, customers, representatives, suppliers, distributors, technology, finances, employee compensation, computer software and hardware, inventions, developments, or their affiliates and that it will be necessaryTrade Secrets, in connection with the performance of services hereunder, to provide or make available each case to the Executive certain confidential extent such information has not been disseminated to the public or is otherwise not generally known to competitors of the Company or the Asset Seller and proprietary information(b) all information relating to the acquisition of the Company and the Purchased Assets by Buyer hereunder, including, but not limited towithout limitation, business and financial information, technological information, all strategies, the status and content of contracts with suppliers or clientsnegotiations, customer lists and financial information on customersdiscussions, intellectual propertyterms, trade secrets conditions and other information relating to this Agreement, any Seller Ancillary Agreement, any Business Ancillary Agreement or any Buyer Ancillary Agreement, to the businesses, products, technology, services, customers, methods extent such information has not been disseminated to the public or tactics is otherwise not generally known to competitors of the CompanyCompany or the Asset Seller (provided that such Seller (i) may disclose Confidential Information to its accountants, CALIBRE or its affiliates legal and other representatives for tax, accounting, financial and legal purposes, and (ii) shall be liable to Buyer for any disclosure of Confidential Information by such confidential or proprietary information being hereinafter referred to as "Confidential Information"representatives). The Executive further Such Seller hereby agrees that it will be responsible for any breach of any provision of this Agreement by its representatives. Such Seller acknowledges and agrees that all of the Confidential Information constitutes valuable trade secrets of Companyis, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain after the Closing will continue to be, the exclusive proprietary property of the CompanyCompany or the Buyer, CALIBRE whether or not prepared in whole or in part by such Seller and their affiliates at all times during the term of this Agreement and following the expiration whether or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information disclosed to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access entrusted to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination custody of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Seller.

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which the Executive can demonstrate: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required and shall exercise best efforts to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return obtain assurance that confidential treatment will be accorded to the Company, CALIBRE and their affiliates all such Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Information.

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE STANDARD or their affiliates and that it will be necessary, in connection with the performance of services hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE STANDARD or its affiliates (any such confidential or proprietary information being hereinafter referred to as "“Confidential Information"”). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE STANDARD and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE STANDARD and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE STANDARD or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE STANDARD and their affiliates all Confidential Information in the Executive's ’s possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE STANDARD or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE STANDARD or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required. The Executive hereby acknowledges that he is aware that the United States securities laws prohibit any person who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any person, firm, corporation other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or entitysell such securities. Upon any expiration or termination The obligations of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained stated in this Section 8(A) shall prevent the publishing5 shall, disseminationexcept where expressly limited as to time, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available continue without limit as to time and without regard to the public (other than through a breach employment status of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Executive.

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which the Executive can demonstrate: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required and shall exercise best efforts to any person, firm, corporation or entityobtain assurance that confidential treatment will be accorded to such Confidential Information. Upon any The Executive agrees that until the expiration or of five years from the date of termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to his employment by the Company, CALIBRE and their affiliates all Confidential Information in he will not without the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding prior written approval of the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that Company (i) is generally available to the public (other than through a breach of an obligation of confidentialityin any manner acquire, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).agree to

Nondisclosure. The Executive hereby acknowledges Seller and its principals acknowledge that during the Executive has course of their involvement with the Company, they each have acquired knowledge of certain confidential special and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection unique value with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany’s business operations, including, but not limited toby way of illustration, the Company’s existing and contemplated product line, trade secret, compilations, business and financial methods or practices, plans, hardware and software technology products, systems, programs, projects and know-how, pricing, cost of providing services and equipment, operating and maintenance costs, marketing and selling techniques and information, technological information, strategies, the status and content of contracts with suppliers or clientscustomer data, customer lists names and financial information on customersaddresses, intellectual propertycustomer service requirements, trade secrets supplier lists, and other confidential information relating to the businessesCompany’s policies, productsemployees, technologyand/or business strategy (all of such information herein referenced to as the “Confidential Information”). Seller and its principals recognize that the business of the Company is dependent upon Confidential Information and that the protection of Confidential Information against unauthorized disclosure or use is of critical importance to the Company and Purchaser. Seller and its principals agree that, serviceswithout prior written authorization of Purchaser, customerseach of them will not divulge to any person directly or indirectly, methods except to Purchaser or tactics its officers and agents, any Confidential Information of the Company, CALIBRE whether or not acquired by them during their employment with the Company or ownership of the Membership Interests. They further agree that they will not use or divulge to any person directly or indirectly any Confidential Information, or use any Confidential Information in subsequent employment or business venture of any nature. Seller and its principals acknowledge that any unauthorized disclosure or use of Confidential Information by either of them may result in material damages to the Company and consents to the issuance of an injunction or other equitable remedy to prohibit, prevent or enjoin unauthorized disclosure or use of Confidential Information by either of them. If Seller or its affiliates (any such confidential principals or proprietary information being hereinafter referred subpoenaed, or are otherwise required by law to as "testify concerning Confidential Information"), they each agree to notify Purchaser upon receipts of a subpoena, or upon belief that such testimony shall be required. The Executive further acknowledges that This Section 2.8 shall survive the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term termination of this Agreement for any reason. Seller and following the expiration or termination hereof. The Executive shall its principals acknowledge that Purchaser would not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or enter into this Agreement but for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically covenants and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing promises contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)2.8.

Nondisclosure. The Executive hereby Employee acknowledges that during the Executive has course of his employment by the Company, the Company will provide, and Employee will acquire, knowledge of certain confidential special and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection unique value with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany's business operations, including, but not limited toby way of illustration, the Company's existing and contemplated product line, chemical formulas, chemical process, trade secrets, compilations, business and financial methods or practices, plans, hardware and software technology products, systems, programs, projects and know-how, pricing, cost of providing service and equipment, operating and maintenance costs, marketing and selling techniques and information, technological information, strategies, the status and content of contracts with suppliers or clientscustomer data, customer lists names and financial information on customersaddresses, intellectual propertycustomer service requirements, trade secrets supplier lists, and other confidential information relating to the businessesCompany's policies, productsemployees, technologyand/or business strategy (all of such information herein referenced to as the “Confidential Information”). Employee recognizes that the business of the Company is dependent upon Confidential Information and that the protection of the Confidential Information against unauthorized disclosure or use is of critical importance to the Company. Employee agrees that, serviceswithout prior written authorization of the Company’s Board of Directors, customersand pursuant to the Mutual Non-Disclosure and Non-Circumvention Agreement attached hereto as Exhibit A, methods Employee will not, during his employment, divulge to any person, directly or tactics indirectly, except to the Company or its officers and agents or as reasonably required in connection with Employee’s duties on behalf of the Company, CALIBRE or its affiliates (make any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Companyindependent use of, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property except on behalf of the Company, CALIBRE and their affiliates any of the Company's Confidential Information, whether acquired by Employee during his employment or not. Employee further agrees that Employee will not, at all times during any time after his employment has ended, use or divulge to any person directly or indirectly any Confidential Information, or use any Confidential Information in subsequent employment of any nature. If Employee is subpoenaed, or is otherwise required by law to testify concerning Confidential Information, Employee agrees to notify the term Company upon receipt of a subpoena, or upon belief that such testimony shall be required. This nondisclosure provision shall survive the termination of this Agreement and following the expiration or termination hereoffor any reason. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure Employee acknowledges that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE would not employ Employee but for his covenants and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing promises contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates 7 and is not otherwise under an obligation of secrecy or confidentiality to either of them)throughout this Agreement.

Nondisclosure. The Executive hereby acknowledges that During the Term of Employment, the Executive has knowledge may become aware of certain information which is nonpublic, confidential and or proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, in connection nature with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCompany or with respect to other companies, includingpersons, but not limited toentities, ventures or business and financial informationopportunities in which the Company has, technological informationor, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating if it were disclosed to the businesses, products, technology, services, customers, methods or tactics of the Company, CALIBRE or its affiliates the Company might have, an interest (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the All Confidential Information constitutes valuable trade secrets of Company, CALIBRE will be kept strictly confidential by the Executive and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, not: (a) copy, remove from the premises of the Companyreproduce, CALIBRE distribute or their affiliates, commercially exploit, make available to others, or otherwise make use of disclose any Confidential Information to any third party except in the course of his employment by the Company; (b) use any Confidential Information for any purpose other than in connection with his employment by the Company; or for (c) use any Confidential Information in any way that is detrimental to the use Company. Confidential Information shall not include information which: (a) is or benefit becomes generally available to the public other than by breach by the Executive of his agreement herein; (b) is disclosed by the Executive, pursuant to obligations under law, regulation or court order; or (c) was prior to the Effective Date, or thereafter becomes, known to the Executive on a nonconfidential basis. Upon termination of the Executive's employment, he shall immediately return or destroy all Confidential Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the continuing obligations of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additionthe event that the Executive is requested or required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company with prompt written notice so that it may seek a protective order or other appropriate remedy. In the event such protection or other remedy is not obtained, the Executive shall employ all necessary safeguards and precautions in order to ensure furnish only that unauthorized access to portion of the Confidential Information which he is not afforded advised by counsel is legally required. The Executive hereby acknowledges that he is aware that the United States securities laws prohibit any person who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any person, firm, corporation other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or entitysell such securities. Upon any expiration or termination The obligations of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).stated in

Nondisclosure. The Executive hereby acknowledges that Except with the prior written consent of IPC in each instance or as may be reasonably necessary to perform the Executive's services hereunder, the Executive has knowledge of certain shall not disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during or after the Term, any confidential and proprietary information relating to CompanyIPC or any Subsidiary or Affiliate thereof acquired by him prior to, CALIBRE during the course of, or their affiliates and that it will be necessaryincident to, in connection with the performance of services his employment hereunder, to provide or make except information which becomes generally available to the Executive certain public through no breach of this Agreement by the Executive. Such confidential and proprietary information, includinginformation shall include, but shall not be limited to, business and financial informationinformation relating to (a) the business, technological informationoperations, strategiessystems, the status and content of contracts with suppliers or clientsservices, know-how, trade secrets, customer lists lists, pricing policies, operational methods, market plans, product development plans, acquisition plans, design and design projects, inventions and research projects and all other plans and processes of IPC, and (b) the business, operations, personnel, activities, financial information on customersaffairs, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, IPC or any Subsidiary or Affiliate thereof and their respective customers, methods suppliers, employees, consultants, officers, directors, stockholders and other Persons having business dealings with IPC or tactics of any Subsidiary or Affiliate thereof. In the Companyevent Executive is required (by oral questions, CALIBRE interrogatories, requests for information or its affiliates (documents in legal proceedings, subpoenas, civil investigative demand or similar process) to disclose any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In additioninformation, the Executive shall employ all necessary safeguards and precautions in provide IPC with prompt written notice of such requirement so that IPC may seek a protective order to ensure that unauthorized access to or other appropriate remedy and/or waive compliance with the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination provisions of this AgreementSection. If, in the absence of such a protective order or if the Board other remedy or the Company so requests at any timereceipt of a waiver by IPC, the Executive shall promptly return is nonetheless advised by his legal counsel that he is legally compelled to disclose such confidential information, the CompanyExecutive may, CALIBRE and their affiliates all Confidential Information in without liability hereunder, disclose only that portion of such confidential information which such counsel advises is legally required to be disclosed; provided that the Executive's possessionExecutive exercises his best efforts to preserve the confidentiality of the information, whether in writingincluding, on computer disks without limitation, by cooperating with IPC to obtain an appropriate protective order or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding reliable assurance that confidential treatment will be accorded the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)confidential information.

Nondisclosure. The Executive hereby Employee acknowledges that the Executive has Bank's Confidential Information is valuable, special and a unique asset of the Bank, access to and knowledge of certain confidential and proprietary information relating which is essential to Company, CALIBRE or their affiliates and that it will be necessary, in connection with the performance of services Employee hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics . In light of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property highly competitive nature of the Companyindustry in which the Bank's business is conducted, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive Employee shall not publishat any time, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from whether during or after the premises of the Company, CALIBRE termination or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance expiration of his duties and obligations under this Agreement. In additionemployment, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded reveal to any person, firm, corporation corporation, association or entityother entity any Confidential Information, except to employees of the Bank who need to know such Confidential Information for the purposes of their employment, or as otherwise authorized by the Bank in writing, and Employee shall keep secret all matters entrusted to Employee and shall not use or attempt to use any Confidential Information except as may be required in the ordinary course of performing his duties as an employee of the Bank, nor shall Employee use any Confidential Information in any manner which may injure or cause loss or may be calculated to injure or cause loss to the Bank, whether directly or indirectly. Upon Furthermore, Employee agrees that during his employment Employee shall not make, use or permit to be used any Bank Documentation otherwise than for the benefit of the Bank. Employee further agrees that he shall not, after the expiration or termination of this Agreementhis employment, use or if permit others to use any such Bank Documentation, it being agreed that all Bank Documentation shall be and remain the Board or sole and exclusive property of the Company so requests Bank. Immediately upon the termination of Employee's employment Employee shall deliver all Bank Documentation in his possession, and all copies thereof, to the Bank, at any timeits main office. Employee recognizes that because his work for the Bank will bring him into contact with confidential and proprietary information of the Bank, the Executive shall promptly return to restrictions of this Section 9 are required for the Company, CALIBRE reasonable protection of the Bank and their affiliates all Confidential Information its investments and for the Bank's reliance on and confidence in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Employee.

Nondisclosure. The Executive hereby Each Principal acknowledges that the Executive has knowledge of he possesses certain confidential confidential, proprietary and proprietary information relating to Companytrade secret information, CALIBRE or their affiliates materials and that it will be necessary, in connection business concepts and know-how with the performance of services hereunder, to provide or make available respect to the Executive certain confidential and proprietary informationCollateral, includingincluding information regarding marketing, but not limited tosales volume, business and financial informationsales methods, technological informationsales proposals, strategiesproducts, the status and content of contracts with suppliers or clientsservices, vendors, customer lists and financial files, and other confidential customer information on (including current, prospective and former customers), accounting data and methods, operating procedures, pricing policies, strategic plans, intellectual property, trade secrets customer contracts and other agreements, manufacturer's warranties, information relating to the businesses, products, technology, services, customers, methods about Borrowers' employees or tactics of the Company, CALIBRE or its affiliates (any such other confidential or proprietary information being hereinafter referred belonging to as or related to Borrowers' affairs (collectively, the "Confidential Proprietary Information"). The Executive further acknowledges that If any Event of Default shall have occurred which results in the Confidential Information constitutes valuable trade secrets acceleration of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property of the CompanyLoans by Agent, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not each Principal agrees: (a) never to publish, disseminate, distributecopy, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE allow to be disclosed or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to for his own benefit or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required other than for the due and proper performance benefit of his duties and obligations under this Agreement. In additionthe Borrowers, the Executive shall employ Proprietary Information without the prior written consent of Agent, which can be withheld in its sole discretion; and (b) to maintain strictly the confidentiality of the Proprietary Information at all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation or entity. Upon any expiration or termination of this Agreement, or if the Board or the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (times; provided, however, that Principal may disclose such source is not bound Proprietary Information to his and the Borrowers' attorneys, accountants, other advisors, tax and governmental authorities who need to know such information to fulfill their duties. Principals agree to take all necessary precautions to protect the Proprietary Information from unauthorized disclosure or use. Each Principal acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the Principals will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by a confidentiality agreement with such Principal. Upon the Companyrequest of Agent, CALIBRE or any Principals agree to execute and deliver to Agent an affidavit as to the complete and proper return of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)all Proprietary Information.

Nondisclosure. The Executive hereby Employee acknowledges that during the Executive has knowledge course of certain confidential and proprietary information relating to her employment by the Company, CALIBRE or their affiliates the Company will provide, as a consequence of Employee’s employment and that it the execution of this Agreement, and Employee will be necessarythereby acquire, in connection knowledge with the performance of services hereunder, to provide or make available respect to the Executive certain confidential business operations of the Company and proprietary information, its affiliates including, but not limited toby way of illustration, existing and contemplated product and service offerings, trade secrets, intellectual property, compilations, manufacturing, application and implementation methods, business and financial methods, processes or practices, operating and maintenance costs, plans, systems, programs, projects and know-how, pricing and pricing structures, marketing and selling techniques and information, technological informationcustomer data, strategies, the status and content of contracts with suppliers or clients, customer supplier lists and financial information on customers, intellectual property, trade secrets and other confidential information relating to the businessespolicies, productsemployees and/or business strategies of such entities (all of such information and similar information herein referenced to as the “Confidential Information”). The protection of the Confidential Information against unauthorized disclosure or use is of critical importance to the Company. Employee agrees that Employee will not, technologyduring her employment, servicesdivulge to any person, customersdirectly or indirectly, methods except to the Company or tactics its officers and agents or as reasonably required in connection with Employee’s duties on behalf of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Companyuse, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property except on behalf of the Company, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or acquired by Employee. Employee further agrees that Employee will not, at any time after his employment has ended (for the whatever reason), use or benefit divulge to any person directly or indirectly any Confidential Information, or use any Confidential Information in subsequent employment of any nature. Employee understands and agrees that this nondisclosure obligation shall pertain to all Confidential Information of the Executive Company regardless of when Employee learned of or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized had access to the Confidential Information Information. If Employee is not afforded subpoenaed or otherwise required by law to any person, firm, corporation or entity. Upon any expiration or termination of this Agreementtestify concerning, or if to produce to third parties, Confidential Information, Employee agrees to notify Company upon receipt of a subpoena or upon belief that such testimony or production shall be required. Employee further acknowledges that it is the Board Company’s policy not to infringe upon the intellectual property rights of third parties, including not using the confidential information or trade secrets of any third parties, including those of former employers of the Company’s employees. Employee represents to the Company so requests at any time, the Executive shall promptly return to the Company, CALIBRE and their affiliates all Confidential Information in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information warrants and agrees that she (i) is generally available has not used or disclosed to the public (other than through a breach of an obligation of confidentiality, Company such information or trade secrets and (ii) is lawfully obtained to strictly avoid any such use or disclosure while employed by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them).

Nondisclosure. The Executive hereby acknowledges that the Executive has knowledge of certain confidential and proprietary information relating to Company, CALIBRE or their affiliates and that it will be necessary, necessary in connection with the performance of services hereunder, hereunder to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets secrets, and other information relating to the businesses, products, technology, services, customers, methods methods, or tactics of MHP, the General Partner, the Company, CALIBRE or its their affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable includes certain protected trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information trade secrets shall remain the property of MHP, the CompanyGeneral Partner, CALIBRE and their the Company or its affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive shall not publish, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from the premises of MHP, the General Partner or the Company, CALIBRE or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation corporation, or entity, except as specifically and previously authorized in writing by the Board Chairman or as required for the due and proper performance of his duties and obligations under this Agreement. In addition, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded to any person, firm, corporation corporation, or entity. , Upon any expiration or termination of this Agreement, or if the Board or the Company Chairman so requests at any time, the Executive shall promptly return to MHP, the CompanyGeneral Partner, CALIBRE and their affiliates or the Company all Confidential Information in the Executive's possession, whether in writing, writing on computer disks disks, or other media, without retaining any copies, extracts extracts, or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) paragraph A shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation exploitation, or other use by the Executive of any information that which (i) is generally available to the public (other than through a breach on the part of an obligation the Executive of confidentialityany of the terms or provisions hereof), or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than MHP, the CompanyGeneral Partner, CALIBRE the Company or its their affiliates, directors, officers, employees, agents agents, or other representatives (provided, however, that such source sources is not bound by a confidentiality agreement with MHP, the CompanyGeneral Partner, CALIBRE the Company or any of its their affiliates and is not otherwise under an obligation of secrecy or confidentiality to either any of them), or (iii) is required to be disclosed by judicial or administrative process or, in the opinion of counsel, by the requirements of applicable law (provided, however, that the Executive complies fully with the provisions of paragraph C below).

Nondisclosure. The Executive hereby Employee acknowledges that the Executive has Bank’s Confidential Information is valuable, special and a unique asset of the Bank, access to and knowledge of certain confidential and proprietary information relating which is essential to Company, CALIBRE or their affiliates and that it will be necessary, in connection with the performance of services Employee hereunder, to provide or make available to the Executive certain confidential and proprietary information, including, but not limited to, business and financial information, technological information, strategies, the status and content of contracts with suppliers or clients, customer lists and financial information on customers, intellectual property, trade secrets and other information relating to the businesses, products, technology, services, customers, methods or tactics . In light of the Company, CALIBRE or its affiliates (any such confidential or proprietary information being hereinafter referred to as "Confidential Information"). The Executive further acknowledges that the Confidential Information constitutes valuable trade secrets of Company, CALIBRE and its affiliates and agrees that any such Confidential Information shall remain the property highly competitive nature of the Companyindustry in which the Bank’s business is conducted, CALIBRE and their affiliates at all times during the term of this Agreement and following the expiration or termination hereof. The Executive Employee shall not publishat any time, disseminate, distribute, disclose, sell, assign, transfer, copy, remove from whether during or after the premises of the Company, CALIBRE termination or their affiliates, commercially exploit, make available to others, or otherwise make use of any Confidential Information to or for the use or benefit of the Executive or any other person, firm, corporation or entity, except as specifically and previously authorized in writing by the Board or as required for the due and proper performance expiration of his duties and obligations under this Agreement. In additionemployment, the Executive shall employ all necessary safeguards and precautions in order to ensure that unauthorized access to the Confidential Information is not afforded reveal to any person, firm, corporation corporation, association or entityother entity any Confidential Information, except to employees of the Bank who need to know such Confidential Information for the purposes of their employment, or as otherwise authorized by the Bank in writing, and Employee shall keep secret all matters entrusted to Employee and shall not use or attempt to use any Confidential Information except as may be required in the ordinary course of performing his duties as an employee of the Bank, nor shall Employee use any Confidential Information in any manner which may injure or cause loss or may be calculated to injure or cause loss to the Bank, whether directly or indirectly. Upon Furthermore, Employee agrees that during his employment Employee shall not make, use or permit to be used any Bank Documentation otherwise than for the benefit of the Bank. Employee further agrees that he shall not, after the expiration or termination of this Agreementhis employment, use or if permit others to use any such Bank Documentation, it being agreed that all Bank Documentation shall be and remain the Board or sole and exclusive property of the Company so requests Bank. Immediately upon the termination of Employee’s employment Employee shall deliver all Bank Documentation in his possession, and all copies thereof, to the Bank, at any timeits main office. Employee recognizes that because his work for the Bank will bring him into contact with confidential and proprietary information of the Bank, the Executive shall promptly return to restrictions of this Section 9 are required for the Company, CALIBRE reasonable protection of the Bank and their affiliates all Confidential Information its investments and for the Bank’s reliance on and confidence in the Executive's possession, whether in writing, on computer disks or other media, without retaining any copies, extracts or other reproductions thereof. Notwithstanding the foregoing, nothing contained in this Section 8(A) shall prevent the publishing, dissemination, distribution, disclosure, sale, assignment, transfer, copying, removal, commercial exploitation or other use by the Executive of any information that (i) is generally available to the public (other than through a breach of an obligation of confidentiality, or (ii) is lawfully obtained by the Executive without obligation of confidentiality from a source other than the Company, CALIBRE or its affiliates, directors, officers, employees, agents or other representatives (provided, however, that such source is not bound by a confidentiality agreement with the Company, CALIBRE or any of its affiliates and is not otherwise under an obligation of secrecy or confidentiality to either of them)Employee.