Common use of Obligation to Maintain Confidentiality Clause in Contracts

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any the continued success of the Employer and its Subsidiaries (collectively, the “LoanDepot Group”) depends upon the use and protection of Proprietary Information. Executive further acknowledges that the Proprietary Information disclosed or made available to Executive or obtained, observed or known obtained by Executive as a direct or indirect consequence during the course of his Executive’s employment with or performance of services for the Company Employer or any of its Subsidiaries or Affiliates concerning the Business and the business and affairs of the Employer or any member of the LoanDepot Group is the property of Employer or such member of the LoanDepot Group, including information concerning acquisition opportunities in, or reasonably related to, the Employer’s business or industry. Executive agrees to hold in strict confidence and in trust for the sole benefit of the Employer all Trade Secrets and Proprietary Information to which he may have or has had access during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) with Employer and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at disclose any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orProprietary Information, directly or indirectly, utilize for his own account to anyone outside the LoanDepot Group, nor use, copy, publish, summarize, or permit to be utilized by any Person any remove from the Employer’s premises such Proprietary Information (or records pertaining to the Company, its Subsidiaries and their respective business for remove from Employer premises any reason whatsoever without the Chief Executive Officer’s consent, unless and other property of Employer) except: (i) during his employment to the extent that necessary to carry out his responsibilities as an employee of Employer; (except as otherwise provided in the definition of Proprietary Informationii) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the after termination of his employment, as specifically authorized by the Board; or (iii) as required by law, provided that (unless he is prohibited by law from doing so) he first gives Employer an opportunity to challenge such requirement before a condition court. Executive shall take reasonable and appropriate steps to receipt safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to Employer upon the termination of the next Employment Period all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or final payment relating to the Proprietary Information, Work Product (as defined below) or the business or affairs of compensationthe Employer or any member of the LoanDepot Group (including, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)without limitation, all records pertaining to the Companyacquisition prospects, its Subsidiaries lists and their respective business contact information) which he Executive may then possess or have under his control. Executive further Notwithstanding anything to the contrary contained herein, the Employer acknowledges and agrees that any property situated on Executive’s relationships, general knowledge, skills and expertise that existed prior to and/or during the CompanyEmployment Period shall not constitute Proprietary Information, Trade Secrets, or Work Product, and the Employer agrees that Executive may use such relationships, general knowledge, skills and expertise after the Employment Period; provided that, Proprietary Information, Trade Secrets, or Work Product shall continue to be protected as provided herein to the extent that the foregoing are not Executive’s or its Subsidiaries’ premises relationships, general knowledge, skills and owned by expertise that existed prior to and/or during the Company or its SubsidiariesEmployment Period. For purposes of illustration, including disks and other storage mediaif, filing cabinets or other work areasduring the Employment Period, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from creates software using his general skills, generally knowledge and experience expertise that existed prior to and/or during the Employment Period, then such software would be Work Product but the general knowledge, skills and expertise that were used in future employment so long as Executive complies with this Section 8(a) and creating the other restrictions contained in this Agreementsoftware would not be Work Product, Proprietary Information or Trade Secrets.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available With respect to Executive or obtainedeach Unitholder and their respective Affiliates, observed or known by Executive as a direct or indirect consequence except to the extent necessary for the exercise of his employment with or its rights and remedies and the performance of services for its obligations under this Agreement, such Unitholder will not itself use or intentionally disclose (and will not permit the Company use or disclosure by any of its Subsidiaries during the course of his performance of services forAffiliates or its advisors, or employment withcounsel and public accountants (collectively, any of the foregoing Persons (whether or not compensated for such services“Advisors”)) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orof, directly or indirectly, utilize for his any CONDOR documents or this Agreement or information furnished thereunder (the “Confidential Information”), and will use all reasonable efforts to have all such Confidential Information kept confidential (consistent with its own account or permit practices) and not used in any way known to such Unitholder to be utilized by detrimental to any Person of the other Parties; provided, that (i) any Proprietary Information or records pertaining to the Companysuch Unitholder, its Subsidiaries Affiliates and their respective business for its advisors may use, retain and disclose any reason whatsoever without such Confidential Information to its special counsel and public accountants or any Governmental Authority, including the Chief Executive OfficerU.S. Securities and Exchange Commission in such public filings as required under applicable law or advised by counsel to be disclosed therein, (ii) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information that has been publicly disclosed (other than by such Unitholder, its Affiliates or any of its advisors in breach of this Section) or has rightfully come into the possession of such Unitholder thereof or any of its Affiliates or advisors other than from another Unitholder or a Person acting on such other Unitholder’s consentbehalf, unless and (iii) to the extent that any such Unitholder, its Affiliates or its advisors may have received a subpoena or other written demand under color of legal right for such information, such Unitholder, its Affiliates or advisors may disclose such information, but such Unitholder will first, as soon as practicable upon receipt of such demand and unless otherwise prohibited by applicable Law, furnish a copy thereof to the other Parties and, if practicable so long as such Unitholder, its Affiliates or advisors will not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other Parties reasonable opportunity, at such other Parties’ cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (except as otherwise provided in the definition of Proprietary Informationiv) the aforementioned matters become generally known disclosures to and available for use lenders, potential lenders, investors, potential investors, strategic partners or acquirers, or potential strategic partners or acquirers, or other Persons providing financing to CONDOR or PEDCO, if such Persons have agreed to abide by the public other than as a direct or indirect result terms of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employmentthis Section, (v) any such Unitholder, its Affiliates and its advisors may disclose any such information, and make such filings, as a condition to receipt of the next may be required by this Agreement or final payment of compensationapplicable law, or at any other time the Company may request in writing including, but not limited to, U.S. securities laws, and (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing vi) nothing in this Section 8(a) shall be construed to will prevent Executive any such Unitholder from using his general knowledge such information for its own internal purposes. Notwithstanding anything herein to the contrary, a Unitholder may disclose information to its Affiliates and experience other advisors in future employment so long as Executive complies accordance with this Section 8(a) and Agreement if such Persons have agreed to the other restrictions contained in terms of this AgreementSection.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s 's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. The Executive acknowledges that any Proprietary Information disclosed or made available to the Executive or obtained, observed or known by the Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries and LECG during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which the Executive is receiving Severance Payments, are the property of the Company and its Subsidiariesapplicable LECG Entity. Therefore, the Executive agrees that, other than in the course of performance of his duties as an employee of the Company, that he will not at any time (whether during or after the Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business Records for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive’s 's acts or omissions failure to act. The Executive agrees to must deliver to the Company or LECG, as applicable, at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company or LECG may request in writing (whether during or after the Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business Records which he may then possess or have under his control. The Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiariesany LECG Entity, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries the applicable LECG Entity and their respective personnel at any time with or without notice. The Executive acknowledges that because of technological advances, the Company's products and services can be developed and marketed anywhere in the world, and that the market in which the Company competes is worldwide, and therefore, the protection afforded the Company must likewise be worldwide. The Executive acknowledges and agrees that all information concerning the work conducted by the Company and any potential products of the Company are and constitute exceptionally valuable trade secrets of Employer. That information includes, among other matters, the facts that any particular work or project is planned, under consideration, or in production, as well as any descriptions of any existing, pending or proposed work. The Executive further agrees to use his best efforts to prevent inadvertent disclosure of any Proprietary Information and/or other confidential or trade secret information of the Company to any third party by using the same care and discretion that he uses with similar data he designates as confidential or trade secret. Nothing in this Section 8(a2(a) shall be construed to prevent prevents the Executive from using his general knowledge and experience in future employment so long as the Executive complies with this Section 8(a2(a) and the other restrictions contained in this Agreement. If after the Executive's employment with the Company is terminated, the Board receives a written request from a client that the Company release Proprietary Information related to that client, the Company will release such information in accordance with such request, subject to any applicable nondisclosure obligations to which the Company is subject.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available With respect to Executive or obtainedeach Unitholder and their respective Affiliates, observed or known by Executive as a direct or indirect consequence except to the extent necessary for the exercise of his employment with or its rights and remedies and the performance of services for its obligations under this Agreement, such Unitholder will not itself use or intentionally disclose (and will not permit the Company use or disclosure by any of its Subsidiaries during the course of his performance of services forAffiliates or its advisors, or employment withcounsel and public accountants (collectively, any of the foregoing Persons (whether or not compensated for such services“Advisors”)) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orof, directly or indirectly, utilize for his any the Company documents or this Agreement or information furnished thereunder (the “Confidential Information”), and will use all reasonable efforts to have all such Confidential Information kept confidential (consistent with its own account or permit practices) and not used in any way known to such Unitholder to be utilized detrimental to any of the other Parties; provided, that (i) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information to its special counsel and public accountants or any Governmental Authority, including the U.S. Securities and Exchange Commission in such public filings as required under applicable law or advised by counsel to be disclosed therein, (ii) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information that has been publicly disclosed (other than by such Unitholder, its Affiliates or any of its advisors in breach of this Section) or has rightfully come into the possession of such Unitholder thereof or any of its Affiliates or advisors other than from another Unitholder or a Person acting on such other Unitholder’s behalf, (iii) to the extent that any Proprietary Information such Unitholder, its Affiliates or records pertaining its advisors may have received a subpoena or other written demand under color of legal right for such information, such Unitholder, its Affiliates or advisors may disclose such information, but such Unitholder will first, as soon as practicable upon receipt of such demand and unless otherwise prohibited by applicable Law, furnish a copy thereof to the other Parties and, if practicable so long as such Unitholder, its Affiliates or advisors will not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other Parties reasonable opportunity, at such other Parties’ cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (iv) disclosures to lenders, potential lenders, investors, potential investors, strategic partners or acquirers, or potential strategic partners or acquirers, or other Persons providing financing to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consentPEDCO or STXRA, unless and if such Persons have agreed to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use abide by the public other than as a direct or indirect result terms of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employmentthis Section, (v) any such Unitholder, its Affiliates and its advisors may disclose any such information, and make such filings, as a condition to receipt of the next may be required by this Agreement or final payment of compensationapplicable law, or at any other time the Company may request in writing including, but not limited to, U.S. securities laws, and (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing vi) nothing in this Section 8(a) shall be construed to will prevent Executive any such Unitholder from using his general knowledge such information for its own internal purposes. Notwithstanding anything herein to the contrary, a Unitholder may disclose information to its Affiliates and experience other advisors in future employment so long as Executive complies accordance with this Section 8(a) and Agreement if such Persons have agreed to the other restrictions contained in terms of this AgreementSection.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during for the period in which Executive is receiving Severance Paymentstwelve (12) months following the Termination Date, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive OfficerBoard’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive Chairman acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence the continued success of his employment with or performance of services for the Company depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or any of its Subsidiaries to be developed in the future will be referred to in this Agreement as "Confidential Information." Confidential Information includes, without specific limitation, the information, observations and data obtained by him during the course of his performance of services for, or employment with, any of under this Agreement concerning the foregoing Persons (whether or not compensated for such services) business and during the period in which Executive is receiving Severance Payments, are the property affairs of the Company and its Subsidiariesaffiliates, information concerning acquisition opportunities in or reasonably related to the Company's or its affiliates' business or industry of which Chairman becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Chairman's course of performance under this Agreement, 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, 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, Executive Chairman agrees that, other than in that during the course of performance of his duties as an employee of the Company, Employment Period and at anytime thereafter he will shall not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly unauthorized person or indirectly, utilize use for his own account or permit to be utilized by any Person any Proprietary of such Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s both Board's prior written consent, unless and to the extent that any Confidential Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s Chairman's acts or omissions to actact or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive Chairman agrees to deliver to the Company at the termination of his employment, as a condition to receipt end of the next or final payment of compensationemployment period, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)writing, all records pertaining memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Companybusiness of the Company or its affiliate (including, its Subsidiaries and their respective business which without limitation, all Confidential Information) that he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) [and during for the period in which Executive is receiving Severance Paymentstwelve (12) months following the Termination Date][NTD: Consider deleting this and making the confidentiality obligation perpetual], are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerBoard’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Paymentspayments pursuant to this Agreement, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the consent of the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. The Executive acknowledges that any Proprietary Information disclosed or made available to the Executive or obtained, observed or known by the Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries and LECG during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which the Executive is receiving Severance Payments, are the property of the Company and its Subsidiariesapplicable LECG Entity. Therefore, the Executive agrees that, other than in the course of performance of his duties as an employee of the Company, that he will not at any time (whether during or after the Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business Records for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive’s 's acts or omissions failure to act. The Executive agrees to must deliver to the Company or LECG, as applicable, at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company or LECG may request in writing (whether during or after the Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business Records which he may then possess or have under his control. The Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiariesany LECG Entity, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries the applicable LECG Entity and their respective personnel at any time with or without notice. The Executive acknowledges that because of technological advances, the Company's products and services can be developed and marketed anywhere in the world, and that the market in which the Company competes is worldwide, and therefore, the protection afforded the Company must likewise be worldwide. The Executive acknowledges and agrees that all information concerning the work conducted by the Company and any potential products of the Company are and constitute exceptionally valuable trade secrets of Employer. That information includes, among other matters, the facts that any particular work or project is planned, under consideration, or in production, as well as any descriptions of any existing, pending or proposed work. The Executive further agrees to use his best efforts to prevent inadvertent disclosure of any Proprietary Information and/or other confidential or trade secret information of the Company to any third party by using the same care and discretion that he uses with similar data he designates as confidential or trade secret. Nothing in this Section 8(a) shall be construed to prevent 12.1 prevents the Executive from using his general knowledge and experience in future employment so long as the Executive complies with this Section 8(a2(a) and the other restrictions contained in this Agreement. If after the Executive's employment with the Company is terminated, the Board receives a written request from a client that the Company release Proprietary Information related to that client, the Company will release such information in accordance with such request, subject to any applicable nondisclosure obligations to which the Company is subject.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCEO’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence the continued success of his employment with or performance of services for the Company depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or any of its Subsidiaries to be developed in the future will be referred to in this Agreement as "Confidential Information." Confidential Information includes, without specific limitation, the information, observations and data obtained by him during the course of his performance of services for, or employment with, any of under this Agreement concerning the foregoing Persons (whether or not compensated for such services) business and during the period in which Executive is receiving Severance Payments, are the property affairs of the Company and its Subsidiariesaffiliates, information concerning acquisition opportunities in or reasonably related to the Company's or its affiliates' business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive's course of performance under this Agreement, 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, 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, Executive agrees that, other than in that during the course of performance of his duties as an employee of the Company, Employment Period and at anytime thereafter he will shall not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly unauthorized person or indirectly, utilize use for his own account or permit to be utilized by any Person any Proprietary of such Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s Board of Directors 's prior written consent, unless and to the extent that any Confidential Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to actact or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt end of the next or final payment of compensationemployment period, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)writing, all records pertaining memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Companybusiness of the Company or its affiliate (including, its Subsidiaries and their respective business which without limitation, all Confidential Information) that he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtainedthe information, observed or known observations and data (including trade secrets) obtained by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries him during the course of his performance employment with Employer prior to and after the Prior Effective Date concerning the business or affairs of services forParent, or employment with, any of the foregoing Persons Employer and their respective Subsidiaries and Affiliates (whether or not compensated for such services“Confidential Information”) and during the period in which Executive is receiving Severance Payments, are the property of Parent, Employer or such Subsidiaries and Affiliates, including information concerning acquisition opportunities in or reasonably related to Xxxxxx's and Employer's business or industry of which Executive becomes aware during the Company and its SubsidiariesEmployment Period. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, that he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any unauthorized Person or, directly or indirectly, utilize use for his own account or permit to be utilized by any Person any Proprietary Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Board's written consent (other than permitted uses and/or disclosures by Executive Officermade: (y) in connection with Executive’s consentemployment by Employer or any affiliate of Employer or Parent or (z) to Executive’s tax and financial advisors, attorneys and accountants on a need to know basis, provided that such advisors, attorneys and accountants are subject to confidentiality obligations at least as stringent as set forth herein), unless and to the extent that the Confidential Information, (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act, (ii) is required to be disclosed pursuant to any applicable law or court order, or (iii) is made available to Executive after the date hereof on a non-confidential basis from a third-party, provided that such third party is not and was not prohibited from disclosing such Confidential Information to Executive by a legal, fiduciary or contractual obligation. Executive agrees to shall deliver to the Company Employer at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeparation, or at any other time the Company Employer may request in writing (whether during or after Executive’s term of employment)request, all records pertaining memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the CompanyConfidential Information, its Subsidiaries Work Product (as defined below) or the business of Parent, Employer and their respective business Subsidiaries and Affiliates (including all acquisition prospects, lists and contact information) which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during Affiliates from the course time the Executive enters this Agreement through the duration of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time from the time the Executive enters into this Agreement (whether before, during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. The Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtainedthe information, observed or known observations and data obtained by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his Executive’s performance of services for, or employment with, any under this Agreement concerning the business and affairs of the foregoing Persons Company Group, including, but not limited to, information concerning acquisition opportunities in or reasonably related to the business of the Company Group (whether or not compensated for such services) and “Confidential Information”), of which the Executive becomes aware during the period in which Executive is receiving Severance Payments, Term are the property of the Company and its SubsidiariesGroup. Therefore, the Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he that Executive will not at disclose to any time (whether during unauthorized Person or after use for Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCEO’s written consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters (i) become generally known to and available for use by the public or within the Company’s industry, other than as a direct or indirect result of the Executive’s acts or omissions in breach of this Agreement, (ii) were known by the Executive prior to actExecutive’s commencement of employment with the Company (other than Confidential Information disclosed to the Executive in confidence in connection with the Executive’s employment with the Company or another Company Group company), (iii) is required to be disclosed pursuant to any applicable law, governmental or regulatory investigation, court order or subpoena, (iv) are in furtherance of the Executive’s duties under Section 1(a) hereof, or (v) the disclosure of such Confidential Information is expressly authorized by the Board in writing . In the event of the receipt of a subpoena or other legal compulsion, Executive shall provide notice to the Company so the Company may, at its option, interpose any objection it may have to any disclosure that otherwise would be prohibited by this confidentiality obligation, or seek a protective order to prevent such a disclosure. Executive agrees to cooperate fully in any efforts to prevent such a disclosure. The Executive agrees to destroy or deliver to the Company at the following Executive’s termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)writing, all records pertaining memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Companybusiness of the Company Group (including, its Subsidiaries without limitation, all acquisition prospects, lists and their respective business contact information) or containing Confidential Information which he Executive may then possess or have under his Executive’s control; provided that nothing herein shall preclude the Executive from retaining (A) such documents and information as shall pertain to Executive’s rights hereunder or making such disclosure as shall be reasonably necessary to enforce any of the Executive’s rights hereunder, and (B) a copy of Executive’s contacts, calendar, and such other materials to the extent reasonably necessary for the filing of Executive’s personal taxes. Executive further agrees that will only destroy electronic or paper documents if they exist in other formats at the Company and if doing so would not cause any property situated on damage to the Company’s or its Subsidiaries’ premises and owned . Otherwise, Executive will return them to the Company. Upon request by the Company or its SubsidiariesCompany, including disks Executive shall provide certification of destruction detailing the steps taken and other storage media, filing cabinets or other work areas, is subject information destroyed. Employee’s obligations with respect to inspection by Company or its Subsidiaries and their personnel at Confidential Information that does not constitute a trade secret under applicable law shall continue for five years following the termination of Executive’s employment for any time reason. Employee’s obligations with or without notice. Nothing in this Section 8(a) shall be construed respect to prevent Executive from using his general knowledge and experience in future employment information that constitutes a trade secret under applicable law will continue for so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreementsuch information remains a trade secret.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company Corporation or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company Corporation and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the CompanyCorporation, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the CompanyCorporation, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company Corporation at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company Corporation may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the CompanyCorporation, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s Corporation's or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.'

Obligation to Maintain Confidentiality. Executive Consultant acknowledges that any Proprietary Information disclosed or made available to Executive Consultant or obtained, observed observed, or known by Executive Consultant as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons subsidiaries (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries). Therefore, Executive Consultant agrees that, other than in the course of performance of his duties as an employee of to the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person person or entity or, directly or indirectly, utilize for his own account or permit to be utilized by any Person person or entity any Proprietary Information or records pertaining to the Company, its Subsidiaries subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCompany’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of ExecutiveConsultant’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive Consultant further agrees that any property situated on the Company’s or its Subsidiariessubsidiaries’ premises and owned by the Company or its Subsidiariessubsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries subsidiaries and their personnel at any time with or without notice. For purposes of this Agreement, “Proprietary Information” shall mean any and all data and information concerning the business affairs of the Company or any of its subsidiaries and not generally known in the industry in which the Company or any of its subsidiaries is or may become engaged, and any other information concerning any matters affecting or relating to the Company’s or its subsidiaries businesses, but in any event Proprietary Information shall include, any of the Company’s and its subsidiaries’ past, present or prospective business opportunities, including information concerning acquisition opportunities in or reasonably related to the Company’s or its subsidiaries businesses or industries, customers, customer lists, clients, client lists, track records, the prices the Company and its subsidiaries obtain or have obtained from the sale of, or at which they sell or have sold, their products, unit volume of sales to past or present customers and clients, or any other information concerning the business of the Company and its subsidiaries, their manner of operation, their plans, processes, figures, sales figures, projections, estimates, tax records, personnel history, accounting procedures, promotions, supply sources, contracts, know-how, trade secrets, information relating to research, development, inventions, technology, manufacture, purchasing, engineering, marketing, merchandising or selling, or other data without regard to whether all of the foregoing matters will be deemed confidential, material or important. Proprietary Information does not include any information that Executive has obtained from a Person other than an employee of the Company or a subsidiary, which was disclosed to him without a breach of a duty of confidentiality. Nothing in this Section 8(a5(a) shall be construed to prevent Executive Consultant from using his general knowledge and experience in future employment so long as Executive Consultant complies with this Section 8(a5(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than as required by law or in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCEO’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Paymentspayments pursuant to this Agreement, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consentconsent of the Board, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.