Common use of Obligation to Maintain Confidentiality Clause in Contracts

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. (a) The Executive acknowledges Optionee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the continued success Company’s business, business relationships or financial affairs (collectively, “Confidential Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Confidential Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Optionee will not disclose any Confidential Information to any person or entity other than employees of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use the same for the Executive’s own account any of such Confidential Information, except as reasonably necessary for purposes (other than in the performance of the Executive’s his duties as an employee or director of the Company, ) without prior written consent of approval by the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts either during or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s after his employment with the Company, unless and until such Confidential Information has become public knowledge without fault by the Executive Optionee. (b) The Optionee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Confidential Information, whether created by the Optionee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to deliver be used by the Optionee only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Optionee shall be delivered to the Company, upon requestthe earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, all memoranda, notes, plans, records, reports and other documents (including the Optionee shall not retain any such materials or copies thereof or any such tangible property. (c) The Optionee agrees that his obligation not to disclose or to use information and electronic mediamaterials of the types set forth in paragraphs (a) relating and (b) above, and his obligation to the business return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials suppliers to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive other third parties who may have disclosed or entrusted the expiration same to the Company or earlier termination of this Agreement and to the termination of the Executive’s employment with the CompanyOptionee.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the BoardBoard of Directors, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Employee acknowledges that the continued success information, observations and data (including trade secrets) obtained by him while employed by Employer both before and after the date of this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Employee becomes aware during the Employment Period. Therefore, the Executive Employee agrees that he will not disclose to disclose any unauthorized Person or use for his own purposes any Confidential Information or any Third Party Information (as defined below) without the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveEmployee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the Executive must order or decree (in which case Employee shall give prior written notice to the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationdisclosure). Upon the termination of the Executive’s employment with the Company, the Executive agrees to Employee shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any Confidential Information during the Employment Period and for a period of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, five (5) years thereafter without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the foregoing, Executive’s control, obligations and agreements pursuant to this Section 7(a) with respect to any Confidential Information that constitutes a “trade secret” as defined under applicable law shall continue indefinitely subsequent to the expiration of the 5-year period described above or until such Confidential Information no longer constitutes a “trade secret,” other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach acts or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought omissions to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyact.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Services, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereaftershares of Common Stock, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Directorship, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereaftershares of Common Stock, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company depends upon the use Company, Parent and protection of a large body of confidential their respective Subsidiaries and proprietary informationAffiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Parent’s and their respective Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period (collectively, current or potential business and (ii) not generally or publicly known. Therefore“ Confidential Information “), are the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director property of the Company, without prior written consent of the BoardParent or such Subsidiaries and Affiliates. Therefore, unless and Executive agrees that he will not disclose to the extent that any unauthorized Person or use for his own account any Confidential Information (i) becomes generally known to and available for use by without the public other than as a result of the ExecutiveBoard’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, prior written consent. Executive agrees that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the upon Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Companyrequest, the Executive agrees to he shall deliver to the CompanyCompany at a Separation, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Company, Parent and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the Executive’s controlforegoing, other the restrictions contained herein shall not apply to any Confidential Information which Executive can demonstrate by written record (i) was or becomes available to the public, otherwise than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s by breach or actions in violation of this Agreement), or (ii) is lawfully made available to Executive by an independent third party; and or (iii) is already in Executive’s possession at the time of initial receipt from Company; or (iv) is required by law, regulation, rule, act, or order of any time thereaftergovernmental authority or agency to be disclosed by Executive; provided, if any such materials are brought however, that Executive shall give Company sufficient advance written notice to permit it to seek a protective order or other similar order with respect to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the CompanyConfidential Information.

Obligation to Maintain Confidentiality. The Executive (i) Officer acknowledges that the continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information, including . All of such confidential and proprietary information now existing or to be developed in the future. future will be referred to in this Agreement as “Confidential Information” ”. Confidential Information will be defined interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related developed or used by the Company Group relating to the Company’s priortheir business, current operations, employees, customers, program managers, suppliers or potential distributors, including: confidential or proprietary names and records, purchase orders, financial data, pricing information and price lists; business plans and (ii) market strategies and arrangements; books, records, manuals, mailing lists, purchasing materials, purchasing records, personnel records and quality control records; methods; trademarks, copyrights and patents, and applications therefor; trade secrets; inventions, processes, procedures, research records, market surveys and marketing know-how; and software, computer programs, data bases and documentation thereof. Officer agrees that Officer shall not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized person or use for the ExecutiveOfficer’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (ix) becomes generally known to and available for use by the public other than as a result of the ExecutiveOfficer’s improper acts or omissions to act or (iiy) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive Officer agrees to deliver to the CompanyBank at the end of the Term, upon requestor at any other time the Bank may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Group (including, without limitation, all Confidential Information) that the Executive Officer may then possess or have under the ExecutiveOfficer’s control. (ii) Nothing in this Agreement prohibits Officer from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other than disclosures, that are protected under the whistleblower or similar protective provisions of federal law or regulation (or similar state laws). Officer will not need the prior authorization of the Bank to make any such documents as are generally reports or publicly known (disclosures and Officer will not be required to notify the Bank that Officer has made such reports or disclosures, provided, that such documents are not known as a result nothing shall waive any attorney client or similar privilege of the Executive’s breach Company Group. Nothing in this Agreement in any way prohibits or actions is intended to restrict or impede Officer from exercising protected rights to the extent that such rights cannot be waived by agreement. Nothing herein will prevent receipt by Officer of any rewards (or similar awards or entitlements) in respect of the provision of information under any such whistleblower or similar protective provision of federal law or regulation (or similar state laws). Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of this Agreement); law, or (y) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Officer files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Officer may disclose trade secrets to Officer’s attorney and at any time thereafter, if any such materials are brought to use the Executive’s attention or the Executive discovers them trade secret information in the Executive’s possessioncourt proceeding if Officer (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, the Executive shall deliver such materials except pursuant to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companycourt order.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Employee acknowledges that the continued success information, observations and data (including trade secrets) obtained by him while employed by Employer both before and after the date of this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Employee becomes aware during the Employment Period. Therefore, the Executive Employee agrees that he will not disclose to disclose any unauthorized Person or use for his own purposes any Confidential Information or any Third Party Information without the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveEmployee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the Executive must order or decree (in which case Employee shall give prior written notice to the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationdisclosure). Upon the termination of the Executive’s employment with the Company, the Executive agrees to Employee shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon or any of its Subsidiaries or Affiliates obtained by the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing Optionee while employed by or to be developed in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which the Optionee becomes aware during the period of the Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to the Optionee prior to the Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . The Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Services, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that which the Executive Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought Company relating to the ExecutiveOptionee’s attention or the Executive discovers them in the Executive’s possessionownership of shares of Common Stock, the Executive shall deliver such materials which information will nonetheless continue to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Recipient acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon or any of its Subsidiaries or Affiliates obtained by the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing Recipient while employed by or to be developed in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the Grant Date) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which the Recipient becomes aware during the period of the Recipient’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Recipient agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveRecipient’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveRecipient’s improper acts or omissions to act act, (b) was known to the Recipient prior to the Recipient’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . The Recipient shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of service, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that which the Executive Recipient may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought Company relating to the ExecutiveRecipient’s attention or the Executive discovers them in the Executive’s possessionownership of Shares, the Executive shall deliver such materials which information will nonetheless continue to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Purchaser acknowledges that the continued success information, observations and data (including trade secrets) of a confidential, proprietary or secret nature obtained by her during the course of her performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Solera, Inc. and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Solera, Inc. or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Solera, current Inc.’s business or potential business and industry of which Purchaser becomes aware during the period in which Purchaser serves as a manager of the Company and/or a director of any of its Subsidiaries (ii) the “Service Period”). Purchaser agrees that she will not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized Person or use for the Executive’s her own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutivePurchaser’s improper acts or omissions to act act, (ii) was known to Purchaser prior to Purchaser’s service for the Company, Solera, Inc. or any of their Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to Purchaser shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Solera, Inc. and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which she may then possess or have under the Executive’s her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Xxxxxxx’s employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Xxxxxxx’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination ownership of the Executive’s employment with the CompanyPerformance-Based Restricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data obtained by him during the course of his employment with the Company and/or its Subsidiaries and Affiliates and his performance under this Agreement concerning the business and affairs of the Company depends upon the use and protection of a large body of confidential its Subsidiaries and proprietary informationAffiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during his employment with the Company and/or its Subsidiaries and Affiliates prior to the date hereof and during the Employment Period (collectively, current “Confidential Information”), are the property of the Company or potential business such Subsidiaries and (ii) not generally or publicly knownAffiliates. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for Information without the performance of the ExecutiveBoard’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationconsent. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany at a Separation, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the Executive’s controlforegoing, other the restrictions contained herein shall not apply to any information which Executive can demonstrate by written record (i) was already available to the public, otherwise than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s by breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought (ii) was known by Executive prior to the Executivedisclosure to him of such information by the Company, (iii) becomes available to Executive through third parties not associated with the Company and not bound to keep the Company’s attention Confidential Information confidential; or (iv) was the subject of a court order for Executive discovers them in the Executive’s possessionto disclose, the provided that Executive shall deliver such materials to give the Company immediately upon prompt notice of any and all such notice requests for disclosure so that it may take all necessary or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration desired action to avoid or earlier termination of this Agreement and the termination of the Executive’s employment with the Companylimit disclosure.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Xxxxxxx’s employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Xxxxxxx’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination ownership of the Executive’s employment with the CompanyRestricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Consultant acknowledges that the continued success Consultant had had and will continue to have access to and possession of the Company depends upon the use and protection of a large body of trade secrets, confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. (collectively, as defined more extensively below, “Confidential Information” will be defined as all information ”) of any sort (whether merely remembered or embodied in a tangible or intangible form) the Company, its parents, subsidiaries, and affiliates and its and their respective customers, suppliers, manufacturers, collaborators, partners, clients, licensors, licensees, and other business relations. The Consultant recognizes and acknowledges that this Confidential Information is (i) related valuable, special, and unique to the Company’s priorbusiness, current or potential business and (ii) not generally or publicly knownthat access thereto and knowledge thereof are essential to the Consultant’s performance of services. ThereforeDuring the Engagement Period and thereafter, the Executive agrees Consultant will keep secret and will not use or disclose to disclose any person or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of entity other than the Company, without prior written consent of the Boardin any fashion or for any purpose whatsoever, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver relating to the Company, upon requestits parents, all memorandasubsidiaries, notesaffiliates, plansor its or their respective customers, recordssuppliers, reports manufacturers, collaborators, partners, clients, licensors, licensees, and other documents (including copies thereof business relations, except at the request of the Company. The Consultant will use no less than a reasonable standard of care to prevent disclosing to third parties any Confidential Information. This Section 3(a) shall not preclude the Consultant from the use or disclosure of any and electronic media) relating all information known generally to the business public or from disclosure of information required by law or court order, provided that the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result is reasonably notified of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought disclosure required by law or court order in order for the Company to seek a protective order and after all reasonable remedies for maintaining the Confidential Information in confidence have been examined, is afforded the opportunity, to the Executive’s attention or extent practicable, to dictate the Executive discovers them in the Executive’s possession, the Executive shall deliver manner and timing of any such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companydisclosure.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Graxxxx’x employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought Company relating to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination Graxxxx’x ownership of the Executive’s employment with the CompanyRestricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of service, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive hereby acknowledges that the continued success information, observations and data (including trade secrets) obtained by Executive during the course of Executive's employment with the Company and its Subsidiaries concerning the business or affairs of the Company depends upon and its respective Subsidiaries and Affiliates ("Confidential Information") are the use property of the Company or such Subsidiaries and protection of a large body of confidential and proprietary informationAffiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current 's business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware. Therefore, the Executive hereby agrees that Executive will not disclose to disclose any unauthorized Person or use for the Executive’s 's own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board's written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper 's acts or omissions to act act, (ii) was known to Executive prior to Executive's employment with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive hereby agrees to deliver to the CompanyCompany at the Date of Termination, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the which Executive may then possess or have under the Executive’s 's control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon or any of its Subsidiaries or Affiliates obtained by Optionee while employed by or in the use and protection service of a large body the Company or any of confidential and proprietary informationits Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) ("Confidential Information") are the property of the Company or such Subsidiaries or Affiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior's, current or potential such Subsidiaries' or Affiliates' business and (ii) not generally or publicly knownindustry of which Optionee becomes aware during the period of Optionee 's employment or service. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the Executive’s Optionee's own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ' s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the Executive’s improper Optionee's acts or omissions to act act, (b) was known to Optionee prior to Optionee 's employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of service, upon or at any other time the Company may request, all memorandamemoranda , notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s controlhis or her control , other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation Company relating to Optionee's ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x); provided that, Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfilings is made under seal.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for his own account, other than as required in the Executive’s own account any of such Confidential Information, except as reasonably necessary for the good faith performance of the Executive’s his duties as an employee or director of the Companyhereunder, any Confidential Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x). Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfiling is made under seal.

Obligation to Maintain Confidentiality. The Executive Purchaser acknowledges that the continued success information, observations and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Solera, Inc. and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Solera, Inc. or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Solera, current Inc.’s business or potential business and industry of which Purchaser becomes aware during the period in which Purchaser serves as a manager of the Company and/or a director of any of its Subsidiaries (ii) the “Service Period”). Purchaser agrees that he will not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutivePurchaser’s improper acts or omissions to act act, (ii) was known to Purchaser prior to Purchaser’s service for the Company, Solera, Inc. or any of their Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to Purchaser shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Solera, Inc. and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any Confidential Information during the Employment Period and for a period of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, five (5) years thereafter without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the foregoing, Executive’s control, obligations and agreements pursuant to this Section 2(a) with respect to any Confidential Information that constitutes a “trade secret” as defined under applicable law shall continue indefinitely subsequent to the expiration of the five (5)-year period described above or until such Confidential Information no longer constitutes a “trade secret,” other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach acts or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought omissions to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyact.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x); provided that Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfiling is made under seal.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential its Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for his own account, other than as required in the Executive’s own account any of such Confidential Information, except as reasonably necessary for the good faith performance of the Executive’s his duties as an employee or director of the Companyhereunder, any Confidential Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x). Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfilings is made under seal.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use information, observations and protection data (including trade secrets) of a large body confidential, proprietary or secret nature obtained by him during the course of confidential his performance under this Agreement concerning the business or affairs of Solera Holdings, Employer and proprietary information, including confidential their respective Subsidiaries and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of Solera Holdings, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to Solera Holdings’ and Employer’s business or industry of which Executive becomes aware during the Company’s prior, current or potential business and (ii) not generally or publicly knownEmployment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act act, (ii) was known to Executive prior to Executive’s employment with Employer, Solera Holdings or any of their Subsidiaries and Affiliates (excluding information relating to Solera Holdings or its Subsidiaries or to any acquisitions contemplated by Solera Holdings or its Affiliates as of the date hereof), or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanySolera Holdings at a Separation, upon or at any other time Solera Holdings may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Solera Holdings, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company and its Parent and Subsidiaries, depends upon the use and protection of a large body of confidential and proprietary information, including . All of such confidential and proprietary information existing prior hereto, now existing or to be developed in the future. future will be referred to in this Agreement as “Confidential Information.” Confidential Information will be defined as include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s, Parent’s prior, or Subsidiaries’ current or potential business and (ii) is not generally available to the public. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his employment by the Company, the Parent and its Subsidiaries concerning the business and affairs of the Company, the Parent and its Subsidiaries, information concerning acquisition opportunities in or publicly knownreasonably related to the Company’s, the Parent’s or its Subsidiaries’ business or industry of which Executive becomes aware during such employment, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s employment, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, pricing, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, the Executive agrees that he shall not disclose to disclose any unauthorized person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, Company all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Company, the Parent or Subsidiaries (including, without limitation, all Confidential Information) that the Executive he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges You acknowledge that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed its Subsidiaries obtained by you while employed by in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which you become aware during the period of your employment or publicly knownservice. Therefore, the Executive agrees you agree that you will not disclose to disclose any unauthorized person, group or entity or use for the Executive’s your own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper your acts or omissions to act act, (ii) was known to you prior to your employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . You shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany at the time your employment with the Company and its Subsidiaries ceases for any reason, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which you may then possess or have under the Executive’s your control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation Company relating to your ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that, by reason of Executive’s employment by the Company and position with the General Partner, Executive will have access to confidential matters relating to the names, addresses, buying habits and other special information regarding past and present customers, as well as potential customers with whom the Company has established material contacts and entered into active negotiations for the sale of products or services, employees and suppliers of the Company; customer contracts and transactions or price lists of the Company; products, services, programs and processes sold, licensed or developed by the Company; technical data, plans and specifications; financial and/or marketing data known only by the Company and respecting the conduct of the present or future phases of business of the Company; computer programs, systems and/or software developed by the Company; ideas, inventions, trademarks, trade secrets, business information, know-how, processes, designs, redesigns, discoveries and developments of the Company; and information considered confidential by any customers or suppliers of the Company (collectively, “Confidential Information”) of the Quality Companies. Executive acknowledges that the continued success such Confidential Information is a valuable and unique asset of the Company depends upon Quality Companies and covenants that, both during the use Term and protection for a period of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort one (whether merely remembered or embodied in a tangible or intangible form1) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for year after the Executive’s own account Termination Date Executive shall not disclose any of such Confidential InformationInformation to any person, partnership, corporation, limited liability company, or any other entity (“Person”) (except as reasonably necessary for the performance of the Executive’s duties as an a manager, director, officer or employee or director of the Company, Company or the General Partner require) without the prior written consent authorization of the Board. Notwithstanding the foregoing, unless and to the extent that any Confidential Information information which (i) becomes generally at the time of receipt is, or thereafter becomes, publicly known to and available for use by the public other than as a result through no wrongful act of the Executive’s improper acts or omissions to act or , (ii) is required received from a third party not under an obligation to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any keep such legal requirement, disclose no more information than is so required, confidential and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); , or (iii) was developed by Executive independently of and at any time thereafterwithout reference to information obtained from the Company shall not be considered “Confidential Information.” Notwithstanding the foregoing, if any such materials are brought Executive shall not be restricted from disclosing Confidential Information to the Executive’s attention extent required by law, court order, subpoena or the other legal proceeding or to his attorneys and advisors in connection with a dispute between Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the a Quality Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, observations and data (including confidential trade secrets) obtained by Executive while employed by Employer after the date of this Agreement concerning the business or affairs of Parent, Employer and proprietary information now existing or to be developed in the future. their respective Subsidiaries and Affiliates (“Confidential Information” will be defined as all ”) are the property of Parent, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to Parent’s and Employer’s business or industry of which Executive becomes aware during the Company’s prior, current or potential business and (ii) not generally or publicly knownEmployment Period. Therefore, the Executive agrees that Executive will not disclose to disclose any unauthorized Person or use for the Executive’s own account purposes any of such Confidential Information, except as reasonably necessary for Information or any Third Party Information without the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and or available for use by the public other than as a result of the Executive’s improper acts disclosure without proper authorization from the Company or omissions to act or Employer; (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the order or decree (in which case Executive must shall give the Company prompt prior written notice to Parent of any such legal requirement, disclose no more information disclosure); or (iii) was or becomes available to Executive from a source other than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Employer and their respective Subsidiaries and Affiliates (provided such source was not known by Executive agrees to be bound by a confidentiality agreement with respect to such information). Executive shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Parent, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive (i) Employee acknowledges that the continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” , and that Employee will be defined as all have access to such information of any sort (whether merely remembered or embodied in a tangible or intangible form) manner that is (i) related requires restrictions on Employee’s use and disclosure for purposes unrelated to business of the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive Employee agrees that Employee shall not to disclose or use for the ExecutiveEmployee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the ExecutiveEmployee’s duties as an employee or director on behalf of any member of the CompanyCompany Group, without prior written consent of an executive officer (or the BoardBoard if Employee is an executive officer at the relevant time), unless and to the extent that any Confidential Information is required to be disclosed pursuant to any applicable law, regulatory action or court order. Upon the termination of Employee’s employment with the Company, and at any other time upon the request of any member of the Company Group, Employee shall deliver to the Company Group, all memoranda, notes, plans, records, reports and other documents (iand copies thereof) becomes relating to the business of the Company Group (including, without limitation, all documents, files (including without limitation electronically stored information) and other materials constituting or reflecting Confidential Information) that Employee may then possess or have under Employee’s control. (ii) As used herein, “Confidential Information” means any non-public, confidential or proprietary information belonging to, or which is currently held by or is hereafter acquired, developed or used by, the Company or any other member of the Company Group, including all such information relating to business opportunities or other geological, geophysical, engineering, operational, economic, financial, management or other aspects of any member of the Company Group’s business, operations, properties or prospects, whether oral or in written form. In no event will the definition of “Confidential Information” include information that is, or becomes, generally known to and available for use by the public other than as a result of the ExecutiveEmployee’s improper acts or omissions failure to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationact. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.EXHIBIT C

Obligation to Maintain Confidentiality. The Executive Officer acknowledges that the continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information, including . All of such confidential and proprietary information now existing or to be developed in the future. future will be referred to in this Agreement as “Confidential Information” ”. Confidential Information will be defined interpreted as broadly as possible to include all information of any sort (whether merely remembered including as known by Officer or embodied in a tangible or intangible form) that is (i) related developed or used by the Company Group relating to the Company’s priortheir business, current operations, employees, customers, suppliers or potential distributors, including: confidential or proprietary names and records, purchase orders, financial data, pricing information and price lists; business plans and (ii) market strategies and arrangements; books, records, manuals, mailing lists, purchasing materials, purchasing records, personnel records and quality control records; trademarks, copyrights and patents, and applications therefor; trade secrets; inventions, processes, procedures, research records, market surveys and marketing know-how; and software, computer programs, data bases and documentation thereof. Officer agrees that he shall not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveOfficer’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive Officer agrees to deliver to the CompanyCompany at the end of the Term, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive he may then possess or have under his control. Nothing in this Agreement prohibits Officer from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, that are protected under the Executive’s controlwhistleblower or similar protective provisions of federal law or regulation (or similar state laws). Officer will not need the prior authorization of the Bank to make any such reports or disclosures and Officer will not be required to notify the Bank that Officer has made such reports or disclosures, other than such documents as are generally or publicly known (provided, that such documents are not known as a result nothing shall waive any attorney client or similar privilege of the Executive’s breach Company Group. Nothing in this Agreement in any way prohibits or actions is intended to restrict or impede Officer from exercising protected rights to the extent that such rights cannot be waived by agreement. Nothing herein will prevent receipt by Officer of any rewards (or similar awards or entitlements) in respect of the provision of information under any such whistleblower or similar protective provision of federal law or regulation (or similar state laws). Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of this Agreement); law, or (y) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Officer files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Officer may disclose trade secrets to Officer’s attorney and at any time thereafter, if any such materials are brought to use the Executive’s attention or the Executive discovers them trade secret information in the Executive’s possessioncourt proceeding if Officer (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, the Executive shall deliver such materials except pursuant to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companycourt order.

Obligation to Maintain Confidentiality. The Executive acknowledges You acknowledge that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed its Subsidiaries obtained by you while employed by in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which you become aware during the period of your employment or publicly knownservice. Therefore, the Executive agrees you agree that you will not disclose to disclose any unauthorized person, group or entity or use for the Executive’s your own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper your acts or omissions to act act, (ii) was known to you prior to your employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . You shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which you may then possess or have under the Executive’s your control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation Company relating to your ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.