Common use of Obligation to Maintain Confidentiality Clause in Contracts

Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the Employer, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, prior to such disclosure, Executive will, if permissible under applicable law, provide the Employer with prompt written notice so that the Employer may seek (with Executive’s cooperation but at Employer’s sole expense) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietary.

Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the EmployerBoard, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, then prior to such disclosure, Executive will, if permissible under applicable law, will provide the Employer Board with prompt written notice so that the Employer Board may seek (with Executive’s cooperation but at Employer’s sole expensecooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer Board in the EmployerBoard’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer Separation for any reason (or upon earlier request by the Employer)reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietary.

Obligation to Maintain Confidentiality. Executive shall not, during or after agrees to treat and hold as confidential any information concerning the Employment Period, without the prior express written consent business and affairs of the EmployerCompany and its Subsidiaries that is not already generally available to the public (the “Confidential Information”), directly refrain from using any of the Confidential Information except in connection with the Subscription Agreement or indirectly use in connection with performing his duties as an employee of the Company and/or its Subsidiaries, and deliver promptly to the Company or divulgedestroy, disclose at the request and option of the Company or make available any Investor, all tangible embodiments (and all copies) of the Confidential Information which are in his possession or accessible under his control. Notwithstanding the foregoing, Executive may retain Confidential Information to the extent required by applicable law; provided that any Confidential Information (as defined below) so retained shall remain subject to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power)the restrictions set forth herein. In the event that Executive becomes legally compelled is requested or required (by oral questions, interrogatories, question or request for information or documentsdocuments in any legal proceeding, interrogatory, subpoena, criminal or civil investigative demand demand, or similar process) to disclose any of the Confidential Information, then, prior to such disclosure, Executive will, if permissible under applicable law, provide shall notify the Employer with prompt written notice Company promptly of the request or requirement so that the Employer Company may seek (with Executive’s cooperation but at Employer’s sole expense) a an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this AgreementSection 1.(a). In If, in the event that such absence of a protective order or the receipt of a waiver hereunder, Executive is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Executive may disclose the Confidential Information to the tribunal; provided that Executive shall use his commercially reasonable efforts to obtain, at the request and expense of the Company, an order or other remedy is not obtained, then Executive will furnish only assurance that confidential treatment shall be accorded to such portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board required to be confidential and proprietarydisclosed as the Company shall designate.

Obligation to Maintain Confidentiality. Executive shall notacknowledges that the information, observations and data (including trade secrets) obtained by Executive while employed by Employer both before and after the date of this Agreement concerning the business or affairs of Parent, Employer and their respective Subsidiaries and Affiliates (“Confidential Information”) are the property of Parent, Employer or such Subsidiaries and Affiliates, including information concerning acquisition targets and opportunities in or reasonably related to Parent’s and Employer’s business or industry of which Executive becomes aware during or after the Employment Period. Therefore, Executive agrees that Executive will not disclose to any unauthorized Person or use for Executive’s own purposes any Confidential Information or any Third Party Information without the prior express written consent of the EmployerBoard, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) unless and to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event extent that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, prior to such disclosure, Executive will, if permissible under applicable law, provide the Employer with prompt written notice so that the Employer may seek (with Executive’s cooperation but at Employer’s sole expense) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally requiredor Third Party Information, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, becomes generally known to and available to for use by the public (unless such availability occurs other than as a result of Executive’s breach of any portion of this Agreement); acts or omissions to act or (ii) is required to be disclosed pursuant to any information that became available applicable law or a court order or decree (in which case Executive shall give prior written notice to Parent of such disclosure). Executive shall deliver to Employer any time Employer may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the public from a third party source Confidential Information, Third Party Information, Work Product (as defined below) or the business of Parent, Employer and their respective Subsidiaries and Affiliates (including all acquisition prospects, lists and contact information) which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietaryhe may then possess or have under Executive’s control.

Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the EmployerBoard, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, then prior to such disclosure, Executive will, if permissible under applicable law, will provide the Employer Board with prompt written notice so that the Employer Board may seek (with Executive’s cooperation but at Employer’s sole expensecooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he Executive is advised by counsel is legally required, and will cooperate with the Employer Board in the EmployerBoard’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer Separation for any reason (or upon earlier request by the Employer)reason, and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietary.

Obligation to Maintain Confidentiality. Executive shall notacknowledges that all information, observations and data (including trade secrets) obtained by him during the course of his employment with the Company concerning the business or after affairs of the Company and its Affiliates (“Confidential Information”) are the property of the Company and its Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s business or industry of which Executive becomes aware during the Employment Period. Therefore, without the prior express written consent of the Employer, directly Executive agrees that he will not disclose to any unauthorized Person or indirectly use or divulge, disclose or make available or accessible for his own account any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information (A) becomes generally known to and available for use by the public other than as defined belowa result of Executive’s acts or omissions to act or (B) is required to be disclosed pursuant to any Person (other than when required applicable law or court order or pursuant to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so a request by a lawful order governmental entity, provided that in the event of a court of competent jurisdictionrequest described in clause (B), any governmental authority or agency, or any recognized subpoena power). In Executive shall (i) promptly notify the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any Company of the Confidential Informationexistence, thenterms and circumstances surrounding such a request, prior (ii) consult with the Company on the advisability of taking steps to resist or narrow such disclosurerequest, Executive willand (iii) cooperate with the Company, if permissible under applicable law, provide the Employer with prompt written notice so that the Employer may seek (with Executive’s cooperation but at Employer’s sole expense) a protective in its efforts to obtain an order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to such portion of the Confidential InformationInformation that is required to be disclosed. Executive shall also proffer deliver to the EmployerCompany at his Separation, no later than or at any other time the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereofCompany may request, all memoranda, computer disks or other medianotes, computer programs, diaries, notesplans, records, datareports, customer or client listscomputer tapes, marketing plans printouts and strategies, software and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject and data (and copies thereof) relating to Executive’s control at such time. For purposes of this Agreement, “the Confidential Information” shall mean all information respecting , Work Product (as defined below) or the business and activities of the Employer or any Affiliate of the Employer, Company and its Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Notwithstanding anything herein to the clientscontrary, customersnothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, suppliersas amended, employeesor Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, consultantsor of any other whistleblower protection provisions of federal law or regulation, computer 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 law or (2) in a complaint or other filesdocument filed in a lawsuit or proceeding, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless if such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietaryfilings is made under seal.

Obligation to Maintain Confidentiality. Executive shall not, during or after agrees to treat and hold as confidential any information concerning the Employment Period, without the prior express written consent business and affairs of the EmployerCompany and its Subsidiaries that is not already generally available to the public (the “Confidential Information”), directly refrain from using any of the Confidential Information except in connection with the Subscription Agreement or indirectly use in connection with performing his duties as an employee of the Company and/or its Subsidiaries, and deliver promptly to the Company or divulgedestroy, disclose at the request and option of the Company or make available any Investor, all tangible embodiments (and all copies) of the Confidential Information which are in his possession or accessible under his control. Notwithstanding the foregoing, Executive may retain Confidential Information to the extent required by applicable law; provided that any Confidential Information (as defined below) so retained shall remain subject to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power)the restrictions set forth herein. In the event that Executive becomes legally compelled is requested or required (by oral questions, interrogatories, question or request for information or documentsdocuments in any legal proceeding, interrogatory, subpoena, criminal or civil investigative demand demand, or similar process) to disclose any of the Confidential Information, then, prior to such disclosure, Executive will, if permissible under applicable law, provide shall notify the Employer with prompt written notice Company promptly of the request or requirement so that the Employer Company may seek (with Executive’s cooperation but at Employer’s sole expense) a an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this AgreementSection 1.(a). In If, in the event that such absence of a protective order or the receipt of a waiver hereunder, Executive is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Executive may disclose the Confidential Information to the tribunal; provided that Executive shall use his commercially reasonable efforts to obtain, at the request and expense of the Company, an order or other remedy is not obtained, then Executive will furnish only assurance that confidential treatment shall be accorded to such portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board required to be confidential and proprietary.disclosed as the Company shall designate. (b)

Obligation to Maintain Confidentiality. Executive shall notacknowledges that all information, observations and data (including trade secrets) obtained by him during the course of his employment with the Company concerning the business or after affairs of the Company and its Affiliates (“Confidential Information”) are the property of the Company and its Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s business or industry of which Executive becomes aware during the Employment Period. Therefore, without the prior express written consent of the Employer, directly Executive agrees that he will not disclose to any unauthorized Person or indirectly use or divulge, disclose or make available or accessible for his own account any Confidential Information without the Board’s written consent, unless and to the extent that the Confidential Information (A) becomes generally known to and available for use by the public other than as defined belowa result of Executive’s acts or omissions to act or (B) is required to be disclosed pursuant to any Person (other than when required applicable law or court order or pursuant to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so a request by a lawful order governmental entity, provided that in the event of a court of competent jurisdictionrequest described in clause (B), any governmental authority or agency, or any recognized subpoena power). In Executive shall (i) promptly notify the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any Company of the Confidential Informationexistence, thenterms and circumstances surrounding such a request, prior (ii) consult with the Company on the advisability of taking steps to resist or narrow such disclosurerequest, Executive willand (iii) cooperate with the Company, if permissible under applicable law, provide the Employer with prompt written notice so that the Employer may seek (with Executive’s cooperation but at Employer’s sole expense) a protective in its efforts to obtain an order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to such portion of the Confidential InformationInformation that is required to be disclosed. Executive shall also proffer deliver to the EmployerCompany at his Separation, no later than or at any other time the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereofCompany may request, all memoranda, computer disks or other medianotes, computer programs, diaries, notesplans, records, datareports, customer or client listscomputer tapes, marketing plans printouts and strategies, software and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject and data (and copies thereof) relating to Executive’s control at such time. For purposes of this Agreement, “the Confidential Information” shall mean all information respecting , Work Product (as defined below) or the business and activities of the Employer or any Affiliate of the Employer, Company and its Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he may then possess or have under his control. Notwithstanding anything herein to the clientscontrary, customersnothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, suppliersas amended, employeesor Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, consultantsor of any other whistleblower protection provisions of federal law or regulation, computer 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 law or (2) in a complaint or other filesdocument filed in a lawsuit or proceeding, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless if such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietaryfiling is made under seal.

Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the EmployerBoard, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, then prior to such disclosure, Executive will, if permissible under applicable law, will provide the Employer Board with prompt written notice so that the Employer Board may seek (with Executive’s cooperation but at Employer’s sole expensecooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer Board in the EmployerBoard’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer Separation for any reason (or upon at such earlier request date as may be requested by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietary.

Obligation to Maintain Confidentiality. Executive shall not, during or after the Employment Period, without the prior express written consent of the Employer, directly or indirectly use or divulge, disclose or make available or accessible any Confidential Information (as defined below) to any Person (other than when required to do so in good faith to perform Executive’s duties and responsibilities under this Agreement or when required to do so by a lawful order of a court of competent jurisdiction, any governmental authority or agency, or any recognized subpoena power). In the event that Executive becomes legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Confidential Information, then, then prior to such disclosure, Executive will, if permissible under applicable law, will provide the Employer with prompt written notice so that the Employer may seek (with Executive’s cooperation but at Employer’s sole expensecooperation) a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, then Executive will furnish only that portion of the Confidential Information which he is advised by counsel is legally required, and will cooperate with the Employer in the Employer’s efforts to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. Executive shall also proffer to the Employer, no later than the effective date of any termination of Executive’s employment with the Employer for any reason (or upon earlier request by the Employer), and without retaining any copies, notes or excerpts thereof, all memoranda, computer disks or other media, computer programs, diaries, notes, records, data, customer or client lists, marketing plans and strategies, and any other documents consisting of or containing Confidential Information that are in Executive’s actual or constructive possession or which are subject to Executive’s control at such time. For purposes of this Agreement, “Confidential Information” shall mean all information respecting the business and activities of the Employer or any Affiliate of the Employer, including, without limitation, the clients, customers, suppliers, employees, consultants, computer or other files, projects, products, computer disks or other media, computer hardware or computer software programs, marketing plans, financial information, methodologies, know-how, processes, practices, approaches, projections, forecasts, formats, systems, trade secrets, data gathering methods and/or strategies of the Employer or any Affiliate of the Employer. Notwithstanding the immediately preceding sentence, Confidential Information shall not include (i) any information that is, or becomes, generally available to the public (unless such availability occurs as a result of Executive’s breach of any portion of this Agreement); (ii) any information that became available to the public from a third party source which was not bound by a confidentiality agreement; and (iii) any information not otherwise considered by the Board to be confidential and proprietary.