Common use of Proprietary Information Clause in Contracts

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) The Executive acknowledges and agrees that, due to comply fully with the uniqueness Company's policies relating to non-disclosure of his position, information is available to him which is of such a highly confidential the Company's trade secrets and proprietary nature as to constitute a trade secret, information and any conduct by him which makes use of such information (except as part processes. Without limiting the generality of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyforegoing, the Executive agrees that all information and know-howwill not, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”)Employment, is and shall be the exclusive property of Sbarro. Except disclose any such secrets, information or processes to any person, firm, corporation, association or other entity for any reason or purpose whatsoever except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) law or a governmental agency (in or legal process, nor shall the Executive make use of any which event Executive shall promptly notify Sbarro thereof)such property for his own purposes or for the benefit of any person, and except as required in any litigation firm, corporation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group entity (except as part the Company or any of the performance of his proper duties on behalf of Sbarro), or use the same for its subsidiaries) under any unauthorized purposes, without written approval by the Parent Board, either circumstances during or after the term of his employmentEmployment, unless provided that after the term of his Employment this provision shall not apply to secrets, information and until processes that are then in the public domain (provided that the Executive was not responsible, directly or indirectly, for such Proprietary Information has become secrets, information or processes entering the public knowledge domain without fault of Executivethe Company's consent). (b) The Executive agrees that hereby sells, transfers and assigns to the Company all tangible material containing Proprietary Informationthe entire right, title and interest of the Executive in and to all inventions, ideas, disclosures and improvements, whether created patented or unpatented, and copyrightable material, to the extent (i) made or conceived by the Executive pursuant to his employment and duties under this Agreement solely or otherwise, which shall come into his custody or possession jointly with others during the term of his employment, shall be this Agreement and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereofii) relating to Sbarro’s businessor used or useful in the design, which manufacture, assembly, operation, maintenance, repair, reconditioning or remanufacturing of batch or continuous process systems or units and their component parts and related equipment and tools, including, without limitation, industrial valves and their component parts and packing materials and other process system components (collectively "Valve Technology"). The Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro shall communicate promptly and which he may then possess or have under his control. Notwithstanding anything disclose to the contrary contained hereinCompany, in such form as the Company requests, all information, details and data pertaining to the aforementioned Valve Technology; and, whether during the term hereof or thereafter, the Executive shall be entitled execute and deliver to retain: (i) the Company such formal transfers and assignments and such other papers and other materials documents as may be required of a personal nature, including photographs, personal correspondence, personal diaries the Executive to permit the Company to file and rolodexes and personal files and phone books; (ii) information showing his compensation or prosecute any patent applications relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of planssuch Valve Technology and, programs and agreements relating as to his employmentcopyrightable material, or termination thereof, with Sbarroto obtain copyright thereon. (c) Executive agrees that he Trade secrets, proprietary information and processes shall not disclose be deemed to include information which is: (i) known to the Executive at the time it is disclosed to him; (ii) publicly known (or use information, know how becomes publicly known) without the fault or negligence of Executive; (iii) received from a third party without restriction and records without breach of this Agreement; (iv) approved for release by written authorization of the types set forth Company; or (v) required to be disclosed by law or legal process; provided, however, that in paragraphs the event of a proposed disclosure pursuant to this subsection (a) and (b) of this Section which he knows or should know constitute proprietary information of any third partyc)(v), and that the Executive shall give the Company prior written notice before such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementdisclosure is made.

Proprietary Information. (a) Executive acknowledges and agrees thatUnless otherwise expressly agreed by Company in writing, due to the uniqueness of his positionany inventions, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secretideas, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyreports, Executive agrees that all information and discoveries, developments, designs, improvements, inventions, formulas, processes, techniques, "know-how," data, and other creative ideas concerning the manufacture, design, marketing or sale of pay phones (all of the foregoing to be hereafter referred to as "Proprietary Information"), whether or not patentable or registrable under copyright or similar statutes, hereinafter generated by Employee either alone or jointly with others in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term course of his employment (collectively “Proprietary Information”)hereunder with Company relating or useful to the manufacture, is and design, marketing or sale of pay phones by the Company, shall be the exclusive sole property of SbarroCompany. Except as Employee hereby assigns to Company any rights which he may be required acquire or develop in such Proprietary Information. Employee shall cooperate with Company in patenting or copyrighting any such Proprietary Information, shall execute any documents tendered by law, a court of competent jurisdiction (including pursuant Company to a duly issued subpoena evidence its ownership thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required shall cooperate with Company in any litigation or defending and enforcing its rights therein. Employee's obligations under this Section 11 to assist Company in obtaining and enforcing patents, copyrights, and other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information rights and protections relating to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault in any and all countries shall continue beyond the termination of Executive. (b) Executive his employment. Company agrees that all tangible material containing to compensate Employee at a reasonable rate for time actually spent by Employee at Company's request on such assistance after termination of Employee's employment with Company. If Company is unable, after reasonable effort, to secure Employee's signature on any document or documents needed to apply for or prosecute any patent, copyright, or right or protection relating to such Proprietary Information, whether created by Executive pursuant because of the Employee's physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on his employment behalf to execute and duties under this Agreement file any such application or otherwiseapplications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employmentcopyrights, or at any other time that Sbarro may so request, all memoranda, notes, records, reports similar protections thereon with the same legal force and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroeffect as if executed by Employee. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees thatA. If a separate Proprietary Information Agreement exists between the Parties, due which relates to the uniqueness subject matter of his positionthis Order, information is available then Proprietary Information furnished by one Party to him which is of the other Party shall be protected pursuant to such a highly Proprietary Information Agreement. B. If no separate Proprietary Information Agree- ment exists between the Parties, Xxxxxx agrees to keep confidential and proprietary nature not to disclose to any other person any Proprietary Information received from Buyer in connection with this Order. Xxxxxx further agrees to use Proprietary Information only for purposes necessary for performing this Order, without first obtaining Buyer’s written authorization. C. Seller may disclose Proprietary Information to its subcontractors as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of required for the performance of his duties this Order, provided that each such subcontractor first assumes by written agreement the same obli- gations imposed on behalf Seller under this Order relating to such Proprietary Information. D. All documents and other tangible media (exclud- ing Products) containing or conveying Proprie- tary Information and transferred in connection with this Order, together with any copies thereof, are and remain the property of Sbarro) would Buyer. E. Neither the existence of this Order nor the disclo- sure hereunder of Proprietary Information or any other information shall be construed as granting expressly by implication, by estoppel or other- wise, a breach license under any invention or patent now or hereafter owned or controlled by Buyer or Xxxxx’s customer, except as specifically set forth herein. F. Seller’s obligations with respect to Proprietary Information disclosed hereunder prior to the performance in full, termination or cancellation of his fiduciary duty to Sbarro. Accordinglythis Order shall not, Executive agrees that all information and know-howexcept as expressly set forth herein, whether be affected by such performance in full, termination, or not cancellation. G. Unless otherwise provided herein, or authorized by Xxxxx in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and Seller shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any use Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive and/or data only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything this Order subject to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with SbarroGovernment’s rights under the Government Property clause. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges All right, title and agrees that, due interest in and to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is ” (as defined below) will be and shall be remain the sole and exclusive property of Sbarrothe Company. Except as may be required by lawThe Executive will not remove from the Company’s offices or premises any documents, a court records, notebooks, files, correspondence, reports, memoranda or similar materials of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody other materials or possession during the term of his employment, shall be and is the exclusive property of Sbarro any kind belonging to be used by Executive only the Company unless necessary or appropriate in the performance of his duties for Sbarroto the Company. If the Executive agrees removes such materials or property in the performance of his duties, the Executive will return such materials or property to deliver their proper files or places of safekeeping as promptly as possible after the removal has served its specific purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to Sbarro on termination any third person the nature of and/or contents of such materials or property or any other oral or written information to which he may have access or become familiar in the course of his employment, except to the extent necessary in the performance of his duties. Upon termination of the Executive’s employment with the Company for whatever reason and whether voluntary or involuntary, or at any other time that Sbarro may so requestat the request of the Company, he will leave with the Company or promptly return to the Company all memorandaoriginals and copies of such materials or property then in his possession, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed bycustody, or otherwise serving control and shall not retain any copies or acting on behalf ofother reproductions or extracts thereof except for historical financial or corporate information reasonably required to be retained for tax or related purposes. The foregoing restrictions and obligations under this Section 8(b) shall not apply to: (A) any Proprietary Information that is or becomes generally available to the public other than as a result of a disclosure by the Executive, Sbarro (B) any information obtained by the Executive from a third party which the Executive has no reason to believe is violating any obligation of confidentiality to the Company, or (C) any information the Executive is required by law to disclose. In the event that the Executive is requested in any proceeding to disclose any Proprietary Information, the Executive agrees to give the Company prompt written notice of such request and which he the documents requested thereby so that the Company may then possess seek an appropriate protective order. It is further agreed that if, in the absence of a protective order, the Executive is nonetheless, in the written opinion of his counsel, compelled to disclose Proprietary Information to any tribunal or have under his controlelse stand liable for contempt or suffer other censure or penalty, the Executive may disclose such information to such tribunal without liability hereunder; provided, however, that the Executive must give the Company written notice of the information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, use all reasonable efforts to limit any such disclosure to the precise terms of such requirement and use all reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. Notwithstanding anything the foregoing or any other provision of this Agreement, nothing shall prevent the Executive from sharing any Proprietary Information or other information (except any information protected by the Company’s attorney-client privilege or the work product doctrine) with regulators or appropriate governmental agencies, including but not limited to governing taxing authorities, whether in response to a subpoena or other legal process or otherwise, without notice to the contrary contained hereinCompany. For the avoidance of doubt, the Executive shall be entitled able to retain: (i) papers retain a copy of his contacts and other any materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating related to his employment, or termination thereof, with Sbarroemployment and compensation. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges 6.1 You shall keep secret and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secretretain in strictest confidence, and any conduct by him which makes shall not use for the benefit of yourself or others, except in the course of performing your duties for the Company, all proprietary and/or confidential information, knowledge and data of the Company relating to its operations, sales, business or affairs, provided, however, that you shall not be restricted with respect to use of information that (i) is or becomes public knowledge through no action or default on your part; (ii) is disclosed to you by a third party, provided that the third party has the lawful right to make such information disclosure; (except as part of iii) is approved by the performance of his duties on behalf of SbarroCompany in writing for disclosure to specified third parties; or (iv) would is required to be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received disclosed by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including you pursuant to a duly issued subpoena thereof) court order or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), applicable rules and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executiveregulations. (b) Executive agrees 6.2 You agree that all documents, records, reports, compilations, studies, computer files, e-mails and other tangible material containing Proprietary Informationconfidential or proprietary information of the Company, whether created by Executive pursuant to his employment and duties under this Agreement you or otherwiseothers, which shall come into his your custody or possession during the term of his employmentpossession, shall be and is are the exclusive property of Sbarro the Company to be used by Executive you only in the performance of his your duties for Sbarrothe Company. Executive agrees to deliver promptly to Sbarro on termination of his employment, All such materials or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (copies thereof and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, tangible property of the Company in your custody or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything possession shall be delivered to the contrary contained hereinCompany, Executive shall be entitled to retain: upon the earlier of (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; request by the Company or (ii) information showing his compensation termination of your employment. After such delivery, you shall not retain any such materials or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; copies thereof or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroany such tangible property. (c) Executive agrees 6.3 You agree that he shall your obligations not to disclose or to use information, know how information and records materials of the types set forth in paragraphs this Agreement, and your obligation to return materials and tangible property, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to you, provided, however, you shall not be restricted with respect to use of information that (ai) and is or becomes public knowledge through no action or default on your part; (bii) of this Section which he knows or should know constitute proprietary information of any is disclosed to you by a third party, provided that the third party has the lawful right to make such disclosure; (iii) is approved by the Company in writing for disclosure to specified third parties; or (iv) is required to be disclosed by you pursuant to a court order or applicable rules and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementregulations.

Proprietary Information. (a) Executive acknowledges 2.1 I recognize that my relationship with the Company is one of high trust and agrees that, due confidence by reason of my access to and contact with the uniqueness of his position, information is available to him which is of such a highly trade secrets and confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance Company and of his duties on behalf others through the Company. I will not at any time, either during my engagement with the Company or thereafter, disclose to others, or use for my own benefit or the benefit of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyothers, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group Developments or of which he became aware during any confidential, proprietary or secret information owned, possessed or used by the term of his employment Company (collectively collectively, “Proprietary Information”). Such property shall not be erased, discarded or destroyed without specific instructions from the Company to do so. By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, data, knowhow, marketing plans, forecasts, financial statements, budgets, licenses, prices, costs and employee, customer and supplier lists. I understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. I agree that all such information shall be the exclusive property Proprietary Information for purposes of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement. 2.2 My undertaking and obligations under this Paragraph 2 will not apply, Executive shall not disclose however, to any Proprietary Information which: (i) is or becomes generally known to others outside the public through no action on my part; (ii) is generally disclosed to third parties by the Company without restriction on such third parties; (iii) is approved for release by written authorization of the Sbarro Group (except as part Board of Directors of the performance Company; or (iv) is required to be disclosed pursuant to subpoena, order of his proper duties on behalf of Sbarro)judicial or administrative authority, or use in connection with judicial proceedings to which the same Company or I am a party, provided that I shall have given the Company written notice of such disclosure at least 14 days prior to such disclosure in order to provide the Company with an opportunity to oppose and/or object to such disclosure and any such disclosure is subject to all applicable governmental and judicial protection available for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executivelike material. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on 2.3 Upon termination of his employment, my engagement with the Company or at any other time that Sbarro may so upon request, I will promptly deliver to the Company all memorandacopies of computer programs, specifications, drawings, blueprints, data storage devices, notes, memoranda, notebooks, drawings, records, reports reports, files and other documents (and all copies thereofor reproductions of such materials) relating to Sbarro’s businessin my possession or under my control, whether prepared by me or others, in whatever form on whatever medium, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his controlcontain Proprietary Information. Notwithstanding anything to I acknowledge that this material is the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials sole property of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarrothe Company. (c) Executive agrees 2.4 If requested to do so by the Company, I agree to sign a Termination Certificate in which I confirm that he shall not disclose or use information, know how and records I have complied with the requirements of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, preceding paragraph and that such agreement does notI am aware that certain restrictions imposed upon me by this Agreement continue after termination of my engagement. I understand, however, that my rights and shall not, limit him, in any way, whatsoever, from fully performing his duties obligations under this AgreementAgreement will continue even if I do not sign a Termination Certificate.

Proprietary Information. (a) Executive acknowledges All Proprietary Information and agrees that, due all Rights in connection therewith are the sole property of the Company and its successors and assigns. I hereby irrevocably assign to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secretCompany, and its successors and assigns, any conduct by him which makes use and all Rights I may have or acquire in Proprietary Information and all Rights therein. At all times, both during and after my employment with the Company, I will keep in strict confidence and trust and will not use, disclose or publish any Proprietary Information without the prior written consent of such information (except as part an officer of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. AccordinglyCompany, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except except as may be required by lawnecessary and appropriate in the ordinary course of performing the duties of my employment. In addition, a court of competent jurisdiction I will obtain the Company’s written approval before publishing or submitting for publication any material (including pursuant written, verbal, or otherwise) that relates to a duly issued subpoena thereof) or a governmental agency (in my work at the Company and/or incorporates any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive Proprietary Information. The foregoing restrictions shall not disclose apply to any information that (i) is or becomes publicly known through lawful means; (ii) was rightfully in my possession or part of my general knowledge prior to my employment by the Company as specifically identified in Attachment A hereto; or (iii) is disclosed to me without confidentiality obligations or restrictions on use or disclosure by a third party who rightfully possesses the information (without confidentiality obligations or restrictions on use or disclosure) and who did not receive such information, directly or indirectly, from the Company. The foregoing prohibition against disclosure of Proprietary Information shall not apply to others outside my disclosure of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers to my accountants, attorneys, advisors, agents and/or representatives, so long as I shall have taken reasonable precaution to assure that such persons are informed that the Proprietary Information is strictly confidential and other materials that they respect the confidentiality of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone booksthe Proprietary Information in the same manner required by this Agreement; or (ii) information showing his compensation I am required to disclose pursuant to judicial action or relating to reimbursement of expenses; (iii) information decree having jurisdiction over me, provided that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, I provide the Company with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records written notice of the types set forth in paragraphs requirement that I disclose such Proprietary Information promptly upon my being made aware of such requirement. By signing this Agreement, I acknowledge understanding that the identities, goals, needs and strategic plans of individuals and entities currently or prospectively served by the Company (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party“Clients”), and the terms on which such Clients do business or seek to do business with the Company, (all of the foregoing, “Client Information”) has independent economic value to the Company and is not readily ascertainable from public sources. I further understand that such agreement does notthe Company has expended considerable time and effort to develop, compile and protect the secrecy of Client Information, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementhas expressly identified Client Information to me as a valuable trade secret of the Company.

Proprietary Information. (a) Executive acknowledges and agrees thatthat he has acquired, due to and may in the uniqueness future acquire as a result of his positionemployment with the Company or otherwise, information is available to him Proprietary Information (as defined below) of the Company, which is of such a highly confidential and proprietary nature as to constitute a or trade secretsecret nature, and any conduct by him all of which makes use of such information (except as part of has a great value to the performance of his duties on behalf of Sbarro) would be Company and is a breach of his fiduciary duty to Sbarrosubstantial basis and foundation upon which the Company’s business is predicated. Accordingly, Executive agrees that to regard and preserve as confidential at all times all Proprietary Information and to refrain from publishing or disclosing any part of it to any person or entity and from using, copying or duplicating it in any way by any means whatsoever, except in the course of his employment under this Agreement and in furtherance of the business of the Company, including in the discharge of obligations to, or of, the Company, including the discharge of his duties and responsibilities contemplated by this Agreement, or as required by applicable law or legal process, without the prior written consent of the Company. “Proprietary Information” includes all information and know-howdata in whatever form, whether tangible or not intangible, pertaining in writingany manner to pricing policy, marketing programs, advertising, Executive training and specific inventory purchase pricing and any written information, including customer lists, of a privatethe Company or any affiliate thereof, secret unless the information is or confidential nature concerning Sbarro’s business becomes publicly known through lawful means. Nothing contained in this Section 9(d) shall preclude Executive from providing truthful testimony or financial affairs statements or business methods received by him from disclosing Proprietary Information pursuant to subpoena or other legal process or in response to inquiries from any member government agency or entity; provided, however, that in the event that Executive receives notice from any person, or in good faith determines, that Executive may become legally compelled to disclose any of the Sbarro Group or of which he became aware during the term of his employment (collectively “Company’s Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive will, to the extent legally permitted, as soon as reasonably practicable supply the Company with written notice thereof and Executive to the fullest extent he is legally permitted to do so, shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information until the Company has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant had an opportunity to his employment and duties under this Agreement seek a protective order or otherwise, which shall come into his custody or possession during other arrangement to prevent the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records disclosure of the types set forth Proprietary Information and Executive will reasonably cooperate with the Company in paragraphs (a) and (b) of this Section which he knows obtaining such a protective order or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementother arrangement at the Company’s sole expense.

Proprietary Information. (a) Executive acknowledges and agrees that, due A. Unless otherwise expressly agreed by Xxxxx in writing to the uniqueness contrary, all specifications, information, data, drawings, software and other items supplied to Buyer by Seller under this Order, whether or not marked with any restrictive or proprietary designations, shall be disclosed to Buyer on a non- proprietary basis and may be used and/or disclosed by Buyer without restriction in any way in the conduct of his position, information is available its business. Seller’s sole rights with respect to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except by Xxxxx, its successors, subsidiaries, licensees, affiliates, or parents shall be determined only by any valid pre-existing patent rights of Seller as part related to the manufacture, use, or sale of the performance Goods covered by this Order. Xxxxxx agrees to promptly notify Xxxxx in writing of his duties on behalf any such pre-existing patents or any other similar form of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether protection which Seller may hold or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or know of which he became aware during relates to the term Goods to be provided under this Order. B. If any pre-existing patents, inventions, copyrights, technology, designs, works of his employment authorship, mask works, technical information, computer software, or other information or data of Seller (collectively hereinafter “Proprietary InformationSeller’s Intellectual Property”)) are used, is included, or contained in the Goods provided under this Order, Seller grants Buyer an irrevocable, transferable, non-exclusive, world-wide, royalty-free license to use Seller’s Intellectual Property with such Goods. C. Unless otherwise expressly agreed in writing to the contrary, all specifications, information, data, drawings, software and other items which are (i) supplied to Seller by Buyer or (ii) obtained or developed by Seller and paid for by Buyer under this Order, shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employmentBuyer, shall be and is the exclusive property of Sbarro maintained by Seller as proprietary to Buyer, shall be used by Executive only in the performance for purposes of his duties for Sbarro. Executive agrees providing Goods to deliver promptly Buyer pursuant to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does notOrder, and shall not, limit him, in not be disclosed to any way, whatsoever, from fully performing his duties under third party without Buyer’s express written consent. All such items supplied by Buyer shall be promptly returned to Buyer on request or upon completion or earlier termination of this AgreementOrder.

Proprietary Information. In the event SNC and Seller have entered into a Non-Disclosure (Proprietary Information) agreement (NDA/PIA) for the Purpose which the Purchase Order has been issued against and that NDA/PIA remains in effect, the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties: SNC and Seller anticipate that under the Agreement it may be necessary for either to disclose to the other information of a proprietary nature. Proprietary information that may be disclosed under this Agreement includes, but is not limited to, drawings, specifications, non-public product information, and other technical capabilities. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure. All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is used to protect its own proprietary information, but in no case less than reasonable care. Disclosures of such information shall be restricted to those individuals who have a need to know and are directly participating in efforts related to the Agreement. Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows: (a) Executive acknowledges Such information furnished by Buyer may be used by Seller in performing its obligations under the Agreement. (b) Such information furnished by Seller may be used by Xxxxx in performing its obligations under the Agreement. (c) Such information may also be used in accordance with any written authorization received from the disclosing party. The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and agrees thatneither party shall be liable for, reproduction, disclosure, or use of proprietary information with respect to any of the following conditions: (d) If, prior to the receipt thereof under the Agreement, the information has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the uniqueness of his positionpublic domain prior to disclosure hereunder. (e) If, subsequent to receipt thereof under the Agreement, (i) the information is available published by the party furnishing it or is disclosed by the party furnishing it to him which is others without restriction; or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to a breach of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of this clause; or (iii) if such information otherwise comes within the public knowledge or becomes generally known to the public. (except as f) If any part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all proprietary information and know-how, whether has been or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and hereafter shall be disclosed in a United States patent issued to the exclusive property party furnishing the proprietary information hereunder, then, after the issuance of Sbarro. Except said patent, the limitations on such proprietary information as may disclosed in the patent shall be required only that afforded by lawUnited States patent laws. (g) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the receiving party and actually received within fifteen (15) days of original disclosure. (h) If such proprietary information is obligated to be disclosed under order of a court of competent jurisdiction so long as prompt notice of the order is given to the other party. (including pursuant i) If such proprietary information is disclosed with the written approval of the originating party. The furnishing of any proprietary information by either party shall not be construed as granting to a duly issued subpoena thereofthe other party either expressly, by implication, estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret, trademark, or a governmental agency (copyright now or hereafter owned or controlled by the party furnishing same. The foregoing shall not impact any license or ownership right in any which event Executive information identified and set forth elsewhere in this document. Seller shall promptly notify Sbarro thereof), and except as required in any litigation upon Buyer’s request or other proceeding involving upon completion of this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro)whichever occurs first, or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive.promptly at its option: (b1) Executive agrees that destroy all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment proprietary information furnished in connection with the Agreement and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposescertify such destruction; or (iv2) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute return all proprietary information of any third partyfurnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and that Seller shall thereafter make no further use of nor disclose to others any such agreement does not, and shall not, limit him, in data or documents or any way, whatsoever, from fully performing his duties under this Agreementinformation derived therefrom without Buyer’s prior written consent.

Proprietary Information. (a) Executive 4.1. GONEN acknowledges and agrees thatthat ATTUNITY possesses and will continue to possess and acquire information, due trade secrets and technology that has been created, discovered or developed, or has otherwise become known to ATTUNITY in the uniqueness field of his positioncomputer software and services, including without limitation, information and technology that has been assigned or otherwise conveyed to ATTUNITY, which information has commercial value in the business in which ATTUNITY is available engaged. Such information, whether documentary, written oral or computer generated, shall be deemed to him be and referred to as "Proprietary Information", which includes but is of such a highly confidential and proprietary nature as not limited to constitute a trade secretmarks, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglytrade secrets, Executive agrees that all information copyrights, processes, formulas, data and know-how, whether improvements, inventions, techniques, products, forecasts, third party products and know-how and customer lists. 4.2. Proprietary Information shall be deemed to include any and all proprietary information disclosed by or not in writing, on behalf of ATTUNITY and irrespective of form but excluding information that (a) was known to GONEN prior to his association with ATTUNITY and can be so proven by GONEN; (b) shall have become a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods part of the public knowledge except as a result of breach of this Agreement by GONEN; (c) shall have been received by him GONEN from any member of a third party having no obligation towards ATTUNITY; (d) reflects general skills and experience gained during GONEN's employment by ATTUNITY; or (e) reflects information and data generally known within the Sbarro Group industries or of trades in which he became aware during the term of his employment (collectively “ATTUNITY competes. 4.3. GONEN agrees and declares that all Proprietary Information”), is patents and other rights in connection therewith shall be the exclusive sole property of SbarroATTUNITY and it's assigns. Except as may be required At all times, both during his employment by lawATTUNITY and after its termination, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) GONEN will not use or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside or anything relating thereto without the written consent of the Sbarro Group (ATTUNITY except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall may be and is the exclusive property of Sbarro to be used by Executive only necessary in the performance ordinary course of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementhereunder. 4.4. Should, for any reason, any one or more of the terms contained in Sub-Paragraphs 4.

Proprietary Information. (a) Executive acknowledges From and agrees thatafter the Closing, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes no Seller shall disclose or make use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties pursue its rights under this Agreement or otherwisethe Shareholder Agreement), which and each Seller shall come into his custody use its commercially reasonable efforts to cause all of its Affiliates not to disclose or possession during make use of any knowledge, information or documents of a confidential nature or not generally known to the term public with respect to any Business Subsidiary, Operating Subsidiary, the Business or the Buyer or its business (including the financial information, technical information or data relating to the services and names of his employmentcustomers of the Business), shall be as well as filings and is the exclusive property of Sbarro to be used by Executive only testimony (if any) presented in the performance course of his duties any arbitration of a Dispute pursuant to Section 7.3 and the arbitral award and the Arbitrator’s reasons therefor relating to the same), except to the extent that such knowledge, information or documents shall have become public knowledge other than through improper disclosure by any Seller or any Affiliate. Notwithstanding the foregoing, if Parent or Sellers or any of their Representatives are legally required to disclose any such confidential information (whether by deposition, interrogatory, request for Sbarro. Executive documents, subpoena, civil investigative demand or similar process, applicable securities laws or pursuant to the rules governing the stock exchange on which the Parent’s securities are traded), Parent agrees to deliver promptly to Sbarro on termination of his employmentthat Parent shall, or at any shall cause such Seller or Representative, to provide the Buyer with prompt written notice of such request so that the Buyer may seek an appropriate protective order or other time appropriate remedy. If such protective order or remedy is not obtained, Parent or such Seller or Representative, may disclose only that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records portion of the types set forth in paragraphs (a) and (b) of this Section confidential information which he knows or should know constitute proprietary information of any third partysuch person is legally required to disclose, and Parent shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementmaterial so disclosed.

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while while, employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges The Employee acknowledges, understands and agrees thatthat the successful marketing, due to the uniqueness development and rendering of his position, information is available to him which is of such a highly confidential Consulting's professional services and products require substantial time and expense. Such efforts generate for Consulting valuable and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or materials that give Consulting a business advantage over others who do not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until have such Proprietary Information has become public knowledge without fault of Executiveinformation. (b) Executive agrees that all tangible material containing Proprietary InformationThe Employee will, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession both during the term Employee's work for Consulting and thereafter, hold in confidence and not directly or indirectly reveal, report, publish, disclose or transfer any of his employmentthe Proprietary Information to any person or entity, shall be and is or utilize any of the exclusive property of Sbarro to be used by Executive only Proprietary Information for any purpose, except in the performance course of his duties the Employee's work for SbarroConsulting for Consulting's sole benefit. Executive agrees In addition, the Employee will not remove, reproduce, summarize or copy any Proprietary Information except as expressly required by Consulting to deliver promptly enable the Employee to Sbarro on termination of his employmentperform the Employee's duties, and the Employee will return immediately to Consulting all Proprietary Information in the Employee's possession or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographsduplicates, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing when the Employee leaves his compensation or relating to reimbursement of expenses; (iii) information her employment or whenever Consulting may otherwise require that he reasonably believes may such Proprietary Information be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroreturned. (c) Executive agrees that he shall The Employee will not knowingly use for the benefit of, or disclose or use informationto any person employed by, know how and records Consulting confidential information of any of the types set forth in paragraphs (a) and (b) Employee's former employers or of this Section which he knows any other third party or should know constitute otherwise knowingly infringe any proprietary information right of any third party. The Employee represents and warrants that no contract, agreement or other obligation between or among the Employee and that such agreement does not, and shall not, limit him, any third party will interfere in any waymanner with the Employee's complete performance of the Employee's duties to Consulting or with the Employee's compliance with the terms and conditions hereof. (d) The Employee understands that this Article V is effective as of the commencement of the Employee's employment with Consulting (or relationship with KPMG, whatsoeveras the case may be) or, from fully performing his duties under this Agreementif earlier, the date the Employee first acquired knowledge of any Proprietary Information.

Proprietary Information. (a) Executive acknowledges and agrees that, due to that during the uniqueness course of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes employment he will learn or develop Proprietary Information. Executive further acknowledges that unauthorized disclosure or use of such information (except as part Proprietary Information, other than in discharge of Executive’s duties, will cause the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to SbarroCompany irreparable harm. Accordingly, Executive agrees that all information and know-how, whether or not Except in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term course of his employment (collectively “Proprietary Information”), is and shall be with the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving Company under this Agreement, in the pursuit of the business of the Company, or as otherwise required in employment with the Company, Executive shall not disclose any Proprietary Information to others outside of not, during the Sbarro Group (except as part of the performance course of his proper duties on behalf of Sbarro), employment or use the same for at any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on time following termination of his employment, directly or at any other time that Sbarro may so requestindirectly, all memorandadisclose, notespublish, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed bycommunicate, or otherwise serving use on his behalf or acting on behalf ofanother’s behalf, Sbarro and which any Proprietary Information. If during or after his employment Executive has any questions about whether particular information is Proprietary Information he may then possess or have under his controlshall consult with the Company’s General Counsel. Notwithstanding anything Anything herein to the contrary contained hereinnotwithstanding, this Section 6.15(b) shall not apply (i) if disclosure is required by law or by any court, arbitrator, or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order Executive to disclose or make available such information, provided, however that Executive will promptly notify the Company in writing upon receiving a request for such information and, if the Company requests, reasonably cooperate with the Company at the Company’s expense in seeking a protective order or other appropriate protection of such information or (ii) with respect to any litigation or arbitration involving this Agreement; provided, however, that Executive shall be entitled obligated under this Section 6.15(b)(ii) to retaintake all such actions and precautions as may be reasonably necessary or advisable to ensure that such Proprietary Information is disclosed only to the limited extent required with respect thereto. Executive also agrees to disclose promptly to the Company any information, ideas, or inventions made or conceived by him that result from or are suggested by services performed by him for the Company under this Agreement, and to assign to the Company all rights pertaining to such information, ideas, or inventions. Knowledge or information of any kind disclosed by Executive to the Company shall be deemed to have been disclosed without obligation on the part of the Company to hold the same in confidence, and the Company shall have the full right to use and disclose such knowledge and information without compensation to Executive beyond that specifically provided in this Agreement; provided, however, that this Agreement shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless: (i) papers and other materials the invention relates directly to the business of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone booksthe Company or to the Company’s actual or demonstrably anticipated research or development; or (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed the invention results from any work performed by Executive for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarrothe Company. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive 11.1 Each Party acknowledges and agrees that, due to in the uniqueness course of his positionperforming its duties and exercising its rights under this Agreement, it may obtain information is available to him from the other Party which is of such a highly confidential and proprietary nature as to constitute a ("Proprietary Information"). Such Proprietary Information may include, without limitation, computer object or source codes, trade secretsecrets, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether inventions, techniques, processes, programs, algorithms, schematics and related or similar data (collectively "Technical Information") and customer lists, financial information and sales and marketing plans (collectively, "Business Information"). Each Party and its respective employees and permissible contractors and agents who have been approved pursuant to Section 11.2 below shall, at all times, both during the Term and after its termination for a period thereafter not to exceed (A) three (3) years, with respect to Proprietary Information comprised of Business Information, and (B) twenty (20) years, with respect to Proprietary Information comprised of Technical Information, keep in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member trust and confidence all such Proprietary Information of the Sbarro Group other Party, and shall not use such Proprietary Information other than in the course of exercising its rights and performing its duties as expressly permitted or of which he became aware during provided in and for the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive ; nor shall not either Party or its respective employees or agents disclose any Proprietary Information to others outside of the Sbarro Group other Party to any person without the other Party's prior written consent. Proprietary Information shall not include information that: (except as a) is or becomes part of the performance public domain through no fault or breach on the part of his proper duties on behalf the receiving Party or any of Sbarro)its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed; (b) was known to the receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed free of any obligation of confidentiality at the time of discloser's communication thereof to recipient and such knowledge can be proven by appropriate evidence; (c) is subsequently rightfully obtained by the receiving Party or any of its subsidiaries or affiliates from a third party without an obligation to keep such information confidential; (d) is independently developed by employees of the receiving Party or any of its subsidiaries or affiliates without the use of or access to any Proprietary Information or any breach of this Agreement; or (e) is required to be disclosed by governmental or judicial action, provided that the same receiving Party has first given the disclosing Party reasonable notice of such requirement and provides reasonable cooperation with the disclosing Party in seeking confidential treatment for any unauthorized purposessuch disclosure. 11.2 Each Party shall bind in writing its (i) employees, without written approval (ii) any permissible contractors and/or agents, and (iii) any other permissible third party, who have been approved in writing in advance by the Parent Boardother Party, who have access to the other Party's Proprietary Information to hold such information in confidence and not to disclose any thereof except as expressly allowed herein. 11.3 In the event that either during Party becomes aware of any breach in the confidentiality of the other Party's Proprietary Information, such Party shall have the obligation to promptly inform the other Party of the actual or after his employmentsuspected breach of confidentiality. 11.4 Except for a single archival copy of Proprietary Information to be maintained by the legal department, unless upon termination of this Agreement for any reason whatsoever, each Party will deliver to the other Party all materials embodying the other Party's Proprietary Information, including but not limited to any documentation, records, listings, notes, data, sketches, drawings, memoranda, models, accounts, reference materials, sample and until machine-readable media that in any way relate to the Proprietary Information. Further, excet as noted above, neither Party will retain any copies of any of the above materials. If any Proprietary Information is stored on one or more computers, then each Party shall make a copy of all of such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Informationin either print or electronic format, whether created as determined by Executive pursuant to his employment other Party in its sole discretion, and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything such copy to the contrary contained herein, Executive other Party. Each Party shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records delete all of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third other party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement's Proprietary Information stored on all computers.

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness For purposes of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive "Proprietary Information" shall mean any information relating to the business of Employer that has not previously been publicly released by duly authorized representatives of Employer and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models), formulae, customer information, customer lists, and all methods, concepts, know-how or ideas in or reasonably related to the business of Employer as well as confidential information belonging to Employer's customers or clients. The Employee agrees to regard and preserve as confidential all Proprietary Information whether Employee has such Proprietary Information in Employee's memory or in writing or other physical form. (b) The Employee will not, without written authority from Employer to do so, directly or indirectly, use any Proprietary Information for Employee's benefit or purposes, nor disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Boardothers, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employmentEmployee's employment by Employer or thereafter, shall be except as required by the conditions of Employee's employment by Employer. The Employee agrees not to remove from the premises of Employer, except as an employee of Employer in pursuit of the business of Employer, or except as specifically permitted in writing by Employer, any document or object containing or reflecting any Proprietary Information. The Employee recognizes that all such documents and is objects, whether developed by Employee or by someone else, are the sole and exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with SbarroEmployer. (c) Executive agrees that he shall not disclose or use All Proprietary Information and all of the Employee's interest in trade secrets, trademarks, computer programs, customer information, know how customer lists, employee lists, products, procedure, copyrights, formulae and records developments created or developed by Employee during the term of this agreement as a result of, or in connection with, Employee's employment by Employer, shall be the sole and exclusive property of Employer and shall be deemed work made for hire for purposes of the types set forth United States copyright laws. Without further compensation, but at Employer's expense, forthwith upon request of the Employer, Employee shall execute any and all such assignments and other documents and take any and all such other action as Employer may reasonably request in paragraphs (a) order to vest in Employer all of Employee's right, title and (b) interest in all of this Section which he knows or should know constitute proprietary information the aforesaid items, free and clear of any third partyand all liens, claims and that such agreement does not, and shall not, limit him, in encumbrances of any way, kind or nature whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees thatAll nonpublic information provided to, due or obtained by, a party regarding another party in connection with the transactions contemplated hereby shall be "Proprietary Information". Notwithstanding the foregoing, the term Proprietary Information shall not include information that (i) is or becomes within the public domain through no act of the receiving party in breach of this Section 15.20, (ii) was in the possession of the receiving party prior to its disclosure or transfer hereunder other than, with respect to the uniqueness of his positionPurchaser, all information pertaining to Royal Wolf Holdings and its Subsidiaries that is available to him not presently in the public domain (which information shall be Proprietary Information until publicly disclosed by a Person other than Purchaser), (iii) is of such a highly confidential and proprietary nature as to constitute a trade secretindependently developed by the receiving party, and or (iv) is received from another source without any conduct by him which makes restriction on use of such information (except as part or disclosure through no act of the performance of his duties on behalf of Sbarro) would be a receiving party in breach of his fiduciary duty to Sbarro. Accordinglythis Section 15.20. (b) Except as specifically provided herein, Executive each party agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive it shall not disclose any Proprietary Information to others outside any Third Party nor use any Proprietary Information of another party for any purpose other than as may be necessary in connection with the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use transactions contemplated hereby. The parties shall each protect all Proprietary Information with the same for degree of care as it applies to protect its own proprietary information. As used in this Section, the term "Third Party" shall be broadly interpreted to include any unauthorized purposescorporation, without written approval by company, partnership or individual. (c) Notwithstanding the Parent Boardforegoing, either during or after his employment, unless and until a party may disclose such Proprietary Information has become public knowledge without fault to their respective directors, officers, employees, consultants, agents and representatives who need to know such Proprietary Information in connection with the transactions contemplated hereby and thereby (it being understood that such directors, officers, consultants, agents and representatives shall be informed by the receiving party of Executivethe confidential nature of such Proprietary Information); provided, that, the receiving party agrees to be responsible for any breach of this Section 15.20 by such persons. (bd) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant Except with respect to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro any disclosures (i) required to be used by Executive only made to the National Association of Insurance Commissioners, any nationally recognized ratings agencies or any Governmental Authority or (ii) that are necessary to effect compliance with any law, rule, regulation or order applicable to such party or in response to any subpoena or other legal process, in the performance event a party is legally requested or required to disclose Proprietary Information of his duties for Sbarrothe other party, the receiving party shall, to the extent practicable and permitted by law or order, promptly notify the disclosing party of such request or requirement so that the disclosing party may seek an appropriate protective order or waive the provisions of this Section 15.20. Executive In the event that such protection or other remedy is not obtained or that the disclosing party waives compliance, the receiving party agrees to deliver promptly to Sbarro on termination furnish only that portion of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, the Proprietary Information which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his controlit reasonably determines is legally required. Notwithstanding anything to the contrary contained hereinin this Agreement, Executive a disclosing party shall not be entitled required to retain: (i) papers and provide any information to any other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he party which it reasonably believes it may be needed for tax purposes; not provide to another party by reason of applicable law, rules or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroregulations. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees thatUnless otherwise expressly agreed by Company in writing, due to the uniqueness of his positionany inventions, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secretideas, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyreports, Executive agrees that all information and discoveries, developments, designs, improvements, inventions, formulas, processes, techniques, "know-how," data, and other creative ideas concerning the manufacture, design, marketing or sale of pay phones (all of the foregoing to be hereafter referred to as "Proprietary Information"), whether or not patentable or registrable under copyright or similar statutes, generated by Employee either alone or jointly with others in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term course of his employment (collectively “Proprietary Information”)with the Company relating or useful to the manufacture, is and design, marketing or sale of pay phones by the Company, shall be the exclusive sole property of Sbarrothe Company. Except as Employee hereby assigns to the Company any rights that he may be required acquire or develop in such Proprietary Information. Employee shall cooperate with the Company in patenting or copyrighting any such Proprietary Information, shall execute any documents tendered by law, a court of competent jurisdiction (including pursuant the Company to a duly issued subpoena evidence its ownership thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required shall cooperate with the Company in any litigation or defending and enforcing its rights therein. Employee's obligations under this Section 9 to assist the Company in obtaining and enforcing patents, copyrights, and other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information rights and protections relating to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault in any and all countries shall continue beyond the termination of Executive. (b) Executive his employment. The Company agrees that all tangible material containing to compensate Employee at a reasonable rate for time actually spent by Employee at the Company's request on such assistance after termination of Employee's employment with the Company. If Company is unable, after reasonable effort, to secure Employee's signature on any document or documents needed to apply for or prosecute any patent, copyright, or right or protection relating to such Proprietary Information, whether created by Executive pursuant because of the Employee's physical or mental incapacity or for any other reason whatsoever, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on his employment behalf to execute and duties under this Agreement file any such application or otherwiseapplications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employmentcopyrights, or at any other time that Sbarro may so request, all memoranda, notes, records, reports similar protections thereon with the same legal force and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroeffect as if executed by Employee. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive a. Each Party acknowledges and agrees that, due to in the uniqueness course of his positionperforming its duties and exercising its rights under this Agreement, it may obtain information is available to him from the other Party which is of such a highly confidential and proprietary nature as to constitute a ("Proprietary Information"). Such Proprietary Information may include, without limitation, computer codes, trade secretsecrets, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether inventions, techniques, processes, programs, algorithms, schematics and related or similar data (collectively "Technical Information") and customer lists, financial information and sales and marketing plans (collectively, "Business Information"). Each Party and its respective employees and permissible contractors and agents who have been approved pursuant to Section 9(b) below shall, at all times, both during the Term and after its termination for a period thereafter not to exceed three (3) years, keep in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member trust and confidence all such Proprietary Information of the Sbarro Group other Party, and shall not use such Proprietary Information other than in the course of exercising its rights and performing its duties as expressly permitted or of which he became aware during provided in and for the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive ; nor shall not either Party or its respective employees or agents disclose any Proprietary Information to others outside of the Sbarro Group other Party to any person without the other Party's prior written consent. Proprietary Information shall not include information that: (except as a) is or becomes part of the performance public domain through no fault or breach on the part of his proper duties on behalf the receiving Party or any of Sbarro)its subsidiaries, affiliates or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such persons to whom Proprietary Information has become public knowledge without fault of Executive. is disclosed; (b) Executive agrees was known to the receiving Party or any of its subsidiaries, affiliates or persons to whom Proprietary Information is disclosed free of any obligation of confidentiality at the time of the disclosing party's communication thereof to Recipient and such knowledge can be proven by appropriate evidence; (c) is subsequently rightfully obtained by the receiving Party or any of its subsidiaries or affiliates from a third party without an obligation to keep such information confidential; (d) is independently developed by employees of the receiving Party or any of its subsidiaries or Portions of this agreement have been omitted and filed separately with the Commission pursuant to an application for confidential treatment under Rule 406. 6 CONFIDENTIAL TREATMENT REQUESTED affiliates without the use of or access to any Proprietary Information or any breach of this Agreement; or (e) is required to be disclosed by governmental or judicial action, provided that all tangible material containing the receiving Party has first given the disclosing Party reasonable notice of such requirement and provides reasonable cooperation with the disclosing Party in seeking confidential treatment for any such disclosure. b. Each Party shall bind in writing its (i) employees, (ii) any sub-contractors and/or agents, and (iii) any other permissible third party who have access to the other Party's Proprietary Information to hold such information in confidence and not to disclose any thereof except as expressly allowed herein. c. In the event that either Party becomes aware of any breach in the confidentiality of the other Party's Proprietary Information, whether created by Executive pursuant such Party shall have the obligation to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during promptly inform the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records Party of the types set forth in paragraphs (a) and (b) actual or suspected breach of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementconfidentiality.

Proprietary Information. The information contained herein is for use by authorized employees of SBC, Amdocs, and their Affiliated Companies, only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. Agreement No.02026409 applicable to such Software (a) Executive acknowledges and agrees that, due such agreement shall include the terms specified in this Section as well as those pertaining to the uniqueness of his position, information is available to him which is ownership of such a highly confidential and proprietary nature as to constitute a trade secret, Software and any conduct derivative materials developed by him which makes the Parties, the scope and term of the license, the restrictions on the use of such information (except as part Software, the obligations of the performance of his duties on behalf of Sbarroconfidentiality, etc.) would be a breach of his fiduciary duty to Sbarro. Accordinglynon-exclusive, Executive agrees that all information non-transferable, royalty-free right and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware license during the term of his employment (collectively “Proprietary Information”)this Agreement to access, is use, operate, copy and store the SBC Owned Software for the express and sole purpose of providing the Services. Amdocs shall be have no right to the source code to such SBC Owned Software unless and to the extent approved in advance by SBC. SBC Owned Software shall remain the sole and exclusive property of SbarroSBC. Amdocs and its Subcontractors shall not (i) use any SBC Owned Software for the benefit of any person or Entity other than SBC or the Eligible Recipients, (ii) separate or uncouple any portions of the SBC Owned Software, in whole or in part, from any other portions thereof, or (iii) reverse assemble, reverse engineer, translate, disassemble, decompile or otherwise attempt to create or discover any source or human readable code, underlying algorithms, ideas, file formats or programming interfaces of the SBC Owned Software by any means whatsoever, without the prior approval of SBC, which may be withheld at SBC's sole discretion. Except as may be required otherwise requested or approved by lawSBC, a court Amdocs and its Subcontractors shall cease all use of competent jurisdiction (including SBC Owned Software upon the expiration or termination of this Agreement and the completion of any Termination Assistance Services requested by SBC pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (aSECTION 4.4(b)(7) and (b) shall certify such cessation to SBC in a notice signed by an officer of this Section which he knows or should know constitute proprietary information of any third partyAmdocs and each applicable Subcontractor. THE SBC OWNED SOFTWARE IS PROVIDED BY SBC TO AMDOCS IN GOOD WORKING ORDER, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement[**] FOR USE BY AMDOCS TO PROVIDE THE SERVICES.

Proprietary Information. (a) Executive acknowledges and agrees thatAll nonpublic information provided to, due to or obtained by, a party regarding another party in connection with the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would transactions contemplated hereby shall be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”. Notwithstanding the foregoing, the term Proprietary Information shall not include information that (i) is or becomes within the public domain through no act of the receiving party in breach of this Section 13.17, (ii) was in the possession of the receiving party prior to its disclosure or transfer hereunder other than, with respect to the Purchaser, all information pertaining to Royal Wolf and its Subsidiaries that is not presently in the public domain (which information shall be Proprietary Information), (iii) is and shall be independently developed by the exclusive property receiving party, or (iv) is received from another source without any restriction on use or disclosure through no act of Sbarro. the receiving party in breach of this Section 13.17. (b) Except as may be required by lawspecifically provided herein, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive each party agrees that it shall not disclose any Proprietary Information to others outside any third party nor use any Proprietary Information of another party for any purpose other than as may be necessary in connection with the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use transactions contemplated hereby. The parties shall each protect all Proprietary Information with the same for degree of care as it applies to protect its own proprietary information. As used herein, the term “third party” shall be broadly interpreted to include any unauthorized purposescorporation, without written approval by company, partnership or individual. (c) Notwithstanding the Parent Boardforegoing, either during or after his employment, unless and until a party may disclose such Proprietary Information has become public knowledge without fault to their respective directors, officers, employees, consultants, agents and representatives who need to know such Proprietary Information in connection with the transactions contemplated hereby and thereby (it being understood that such directors, officers, consultants, agents and representatives shall be informed by the receiving party of Executivethe confidential nature of such Proprietary Information); provided, that, the receiving party agrees to be responsible for any breach of this Section 13.17 by such persons. (bd) Executive agrees In the event a party is legally requested or required to disclose Proprietary Information of the other party, the receiving party shall, to the extent practicable and permitted by law or order, promptly notify the disclosing party of such request or requirement so that all tangible material containing Proprietary Informationthe disclosing party may seek an appropriate protective order or waive the provisions of this Section 13.17. In the event that such protection or other remedy is not obtained or that the disclosing party waives compliance, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive receiving party agrees to deliver promptly to Sbarro on termination furnish only that portion of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, the Proprietary Information which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his controlit reasonably determines is legally required. Notwithstanding anything to the contrary contained hereinin this Agreement, Executive a disclosing party shall not be entitled required to retain: (i) papers and provide any information to any other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he party which it reasonably believes it may be needed for tax purposes; not provide to another party by reason of applicable law, rules or (iv) copies of plansregulations, programs and agreements relating to his employmentwhich constitutes information protected by attorney/client privilege, or termination thereofwhich the disclosing party or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with Sbarrothird parties. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, The Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarrothe Group’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively collectively, “Proprietary Information”), ) is and shall be the exclusive property of Sbarrothe Group. Except as By way of illustration, but not limitation, Proprietary Information may be required by lawinclude business processes, a court methods and techniques; planned programming schedules; material terms of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof)contracts, research data, personnel data, computer programs and except as required in any litigation or other proceeding involving this Agreement, supplier lists. The Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, purposes without written approval by of the Parent Board, either during or after his her employment; provided, unless and until such however, that Proprietary Information has become shall not include information which, at the time of disclosure or use, was generally available to the public knowledge other than by breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without fault breaching any obligations of Executivethe Company, the Executive or such third party or was otherwise developed or obtained legally and independently by the person to whom disclosed without breach of this Agreement; and provided, further, that the Executive may disclose Proprietary Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Group or by any administrative or legislative body (or committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive pursuant to his employment and duties under this Agreement or otherwiseothers, which shall come into his her custody or possession during the term of his employmentpossession, shall be and is are the exclusive property of Sbarro the Group to be used by the Executive only in the performance of his her duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with SbarroGroup. (c) The Executive agrees that he shall her obligation not to disclose or use information, know know-how and records of the types set forth in paragraphs (a) and (b) above, also extends to such types of this information, know-how, records and tangible property of business partners of the Group or other third parties who may have disclosed or entrusted the same to the Group or to the Executive in the course of the Group’s business. (d) The provisions of Section which he knows or should know constitute proprietary information 8 survive the termination of any third party, the Executive’s employment and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under the termination of this Agreement.

Proprietary Information. (a) Executive acknowledges From and agrees thatafter the Closing, due the Sellers shall hold in confidence, and shall cause their employees, officers, directors, consultants, agents and Affiliates to hold in confidence, all knowledge, information, and documents of a confidential nature or not generally known to the uniqueness public with respect to the Business acquired by the Buyer hereby (including, without limitation, the financial information, Intellectual Property, technical information or data relating to the materials, products or components sold, or the services offered, in connection with the Business and names of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part customers of the performance of his duties on behalf of SbarroBusiness) would be a breach of his fiduciary duty to Sbarro. Accordingly(collectively, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is ) and shall not disclose or make use of, and shall cause their employees, officers, directors, consultants, agents and Affiliates not to disclose or make use of, Proprietary Information without the prior written consent of the Buyer, except that the Sellers may disclose that portion of the Proprietary Information that is legally required to be disclosed by them in order to comply with their obligations under applicable Laws and Regulations or under applicable stock exchange rules. The term “Proprietary Information” does not include knowledge, information, or documents that (i) become public knowledge other than through a breach of this Agreement by the exclusive property Sellers, or any of Sbarrotheir employees, officers, directors, consultants, agents and Affiliates or (ii) that become available to the Sellers on a non-confidential basis from a third party source, provided such source is not bound by a confidential, legal or fiduciary duty of confidentiality to the Buyer or any Affiliate thereof with respect to such knowledge, information, or document. Except as may be Notwithstanding the foregoing, in the event that disclosure by the Sellers or any of their Affiliates, of all or any portion of the Proprietary Information is required by law, a court or other body of competent jurisdiction (including pursuant in which case the Seller shall give, and shall cause its Affiliates to a duly issued subpoena thereof) or a governmental agency (in any which event Executive give, the Buyer as much notice prior to the disclosure as possible of such required disclosure and shall promptly notify Sbarro thereoftake all steps reasonably requested by the Buyer to mitigate the extent of such disclosure), and except the Sellers or its Affiliates, as required in any litigation or other proceeding involving this Agreementthe case may be, Executive shall not may disclose any only that portion of the Proprietary Information that they are advised by counsel is legally required to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executivebe disclosed. (b) Executive agrees that all tangible material containing Proprietary InformationFrom the date hereof through the Closing, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does notSellers shall, and shall notcause the Company to, limit himafford Buyer and its accountants, in any waycounsel and other representatives reasonable access to their properties, whatsoeverbooks, from fully performing his duties under this Agreementrecords and personnel of the Business to obtain such information concerning the business, including the status of product development efforts, properties, results of operations and personnel, as Buyer may reasonably request.

Proprietary Information. (a) Executive The Consultant acknowledges and agrees that, due to the uniqueness that (i) because of his positionrelationship with the Company and his prior employment with Alias, he may help develop and create, and/or has been or will be exposed to, the Company’s and Alias’ business strategies, information is available to him which is of such a highly confidential on customers, clients and web site design and other valuable confidential, proprietary nature as to constitute a and trade secret, and any conduct by him which makes use of such secret information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. AccordinglyCompany and Alias (as more fully defined below, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is (ii) in such capacity he has been or will become familiar with procedures and shall be methods by which the exclusive property of Sbarro. Except as may be required by lawCompany or Alias develops and conducts its business, a court of competent jurisdiction (including pursuant iii) he has had or will have access to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof)the Company’s and Alias’ clients, channels for developing clients, and other Proprietary Information, (iv) it would be unfair to the Company if he were to appropriate to himself or others the benefits of the Company’s and Alias’ resources expended to develop such business relationships, (v) it would be unfair to the Company if he were to appropriate to himself or others the benefits of the business, personnel and other Proprietary Information which the Company or Alias has developed in the conduct of its business, and (vi) it is therefore fair that reasonable restrictions should be placed on certain of his activities. Consultant agrees to hold in strict confidence and in trust for the sole benefit of the Company all Proprietary Information that he may have or have had access to, learn, observe or obtain during the course of his employment with Axxxx or his providing consulting services to the Company and, except as required in any litigation or other proceeding involving this Agreementhis authorized duties on behalf of the Company, Executive shall will not disclose any Proprietary Information directly or indirectly to others anyone outside of the Sbarro Group Company, or use, copy, publish, summarize, or remove from Company premises such information (except as part or remove from the premises any other property of the performance Company) unless he is expressly authorized in writing by the President of his proper duties on behalf the Company. Consultant further agrees that he will promptly advise the Company of Sbarro), or use the same for any unauthorized purposesuse, without written approval by removal, copy or disclosure of the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault by anyone, including himself. Consultant understands that if he discloses, copies, removes or misuses any Proprietary Information in violation of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody threatens or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything causes damage to the contrary contained hereinCompany, Executive shall he will be entitled responsible to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing will indemnify the Company. Consultant also agrees not to use any material obtained or prepared in connection with his compensation or relating providing consulting services to reimbursement of expenses; (iii) information that he reasonably believes may be needed the Company for tax purposes; or (iv) copies of plans, programs and agreements relating any purpose not related to his employment, or termination thereof, with Sbarrothe Company’s business(es). (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. Any and all non-public documentation and/or information (including orally or visually disclosed information) of both Markor and Licensee, is confidential and “Proprietary Information” for the purposes of this Agreement, including such information identified as confidential or proprietary, in writing, by letter, stamp or legend (for these purposes End User Data, marketing associates data, even if not identified as confidential or proprietary shall be deemed to be Proprietary Information) and/or all other information, even if not identified as confidential or proprietary, if it would be apparent to a reasonable person, familiar with the disclosing party’s business or the industry in which it operates, that such information is of a confidential or proprietary nature. Proprietary Information shall not include information defined as Proprietary Information above which the receiving party can conclusively establish: (a) Executive acknowledges and agrees that, due to was in the uniqueness possession of his position, information the receiving party at the time of disclosure; (b) is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as or becomes part of the performance public domain otherwise than as a direct or indirect result of his duties on behalf disclosure by the receiving party or a person employed or engaged by the receiving party contrary to their respective obligations of Sbarroconfidentiality; (c) would be a breach of his fiduciary duty is or was disclosed to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including receiving party otherwise than pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during by a third party under no legal obligation to maintain the term confidentiality of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposessuch information; or (ivd) copies of planswas independently developed by the receiving party. All Proprietary Information shall be treated confidentially by the receiving party and its employees, programs contractors and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he agents and shall not be disclosed to any person by the receiving party other than the party’s employees, professional advisors, contractors or agents who have a need to know same to carry out the rights and obligations granted hereunder without the disclosing party’s prior written consent, however the receiving party shall remain liable at all times for any acts and/or omissions of its employees, professional advisors, contractors, agents with respect to the disclosing party’s Proprietary Information. The receiving party may disclose or use information, know how and records Proprietary Information of the types set forth disclosing party in paragraphs (a) and (b) of this Section which he knows accordance with any law, regulation or should know constitute proprietary information of any third partyjudicial or other governmental order, and that provided the receiving party shall give the disclosing party reasonable notice prior to such agreement does not, disclosure and shall not, take all reasonable action to avoid and limit him, in any way, whatsoever, from fully performing his duties under this Agreementsuch disclosure.

Proprietary Information. 6.1 USSC hereby represents and warrants that it will not, directly or indirectly, disclose, either during or for three (a3) Executive acknowledges and agrees that, due years subsequent to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”)this Agreement, is any Confidential Information of Misonix to any other person or entity, except to its attorneys and shall be the exclusive property of Sbarro. Except accountants as may be required in connection with this Agreement who have been or will be instructed to maintain its confidentiality and to third parties who shall execute binding written agreements requiring such third parties not to disclose Confidential Information disclosed to them by lawUSSC. Notwithstanding the foregoing, a court USSC shall have the right to use Confidential Information of competent jurisdiction Misonix without obtaining such written agreements in connection with any regulatory and patent filings involving or relating to matters covered by this Agreement. 6.2 Misonix hereby agrees that it will not, directly or indirectly, disclose during or for three (including pursuant 3) years subsequent to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving the term of this Agreement, Executive any Confidential Information of USSC, to any other person or entity, except to the Misonix's attorneys and accountants as may be required in connection with this Agreement who have been and will be instructed to maintain its confidentiality and, to the extent necessary in the reasonable opinion of Misonix's counsel, to be publicly disclosed and/or included in any filings required under applicable securities laws involving or relating to matters covered by this Agreement, provided, that in any such event, Misonix shall advise USSC thereof as far in advance as is reasonably possible under the circumstances to permit USSC to comment thereon and to take any action which it may deem appropriate to limit the scope and extent of such disclosure. 6.3 It is not intended by this Article 6 that USSC or Misonix shall be required to obtain specific written commitments in relation to this Agreement from materials and/or component suppliers where only specifications are disclosed to said materials and/or component suppliers by USSC or Misonix. 6.4 For purposes of this Agreement, "Confidential Information" shall mean verbal and written disclosures from Misonix, on the one hand, or USSC, on the other hand, (the "Discloser") to the other party (the "Disclosee"), which concern the Discloser including, without limitation, information which concerns the Discloser's business, operations, products or research and development efforts, or which concern the Products or Know-How, but shall not disclose any Proprietary Information to others outside include information which: (a) at the time of the Sbarro Group (except as disclosure is published or otherwise becomes a part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without domain through no fault of Executive. Disclosee (but only after, and only to the extent that, it is published or otherwise becomes a part of the public domain); (b) Executive agrees that all tangible material containing Proprietary InformationDisclosee can show was known to it at the time of disclosure, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term free of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone booksrestriction; (iic) has been or hereafter is disclosed to Disclosee without any obligation of confidentiality by a third party who is in lawful possession of such information showing his compensation or relating and has the right to reimbursement of expensesdisclose it to Disclosee; (iiid) information that he reasonably believes may be needed for tax purposeshas been or hereafter is disclosed by Discloser to a third party free of any obligations of confidentiality; (e) is independently developed by Disclosee; or (ivf) copies is disclosed by Disclosee pursuant to the order or requirement of plansa court, programs administrative agency or other governmental body, provided that the Disclosee promptly informs the Discloser of its intent to make such disclosure, takes all reasonable steps to limit such disclosure and agreements relating does not inhibit the Discloser in taking whatever lawful steps the Discloser considers necessary to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he attempt to preserve the confidentiality of such information. Disclosures made to Disclosee by Discloser which are specific shall not disclose be deemed to be within the foregoing exceptions merely because they are embraced by general disclosures in the public domain or use informationin the possession of Disclosee. The existence, know how terms and records conditions of this Agreement shall be deemed Confidential Information of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under parties to this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarrothe Company) would be a breach of his fiduciary duty to Sbarrothe Company. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s the Company's business or financial affairs or business methods received by him from any member of the Sbarro Group Company or of which he became aware during the term of his employment (collectively “Proprietary Information”"PROPRIETARY INFORMATION"), is and shall be the exclusive property of Sbarrothe Company. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro the Company thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group Company (except as part of the performance of his proper duties on behalf of Sbarrothe Company), or use the same for any unauthorized purposes, without written approval by the Parent Chairman or the Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by the Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro the Company to be used by Executive only in the performance of his duties for Sbarrothe Company. Executive agrees to deliver promptly to Sbarro the Company on termination of his employment, or at any other time that Sbarro the Company may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s the Company's business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro the Company and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know know-how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (aA) Executive acknowledges Confidential Information The parties understand and agrees that, due to agree that the uniqueness terms and conditions of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information this Agreement (except as part of but not the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro existence thereof), all documents referenced herein (including invoices to Customer for Services provided hereunder), communications between the parties regarding this Agreement or the Services to be provided hereunder (including price quotes to Customer for any Services proposed to be provided or actually provided hereunder), as well as such information relevant to any other agreement between the parties (COLLECTIVELY "CONFIDENTIAL INFORMATION"), are confidential as between Customer and except WilTel. (B) Limited Disclosure A party shall not disclose Confidential Information unless subject to discovery or disclosure pursuant to legal process, or to any other party other than the directors, officers, and employees of a party or a party's agents including their respective attorneys, consultants, brokers, lenders, insurance carriers or bona fide prospective purchasers who have specifically agreed in writing to nondisclosure of the terms and conditions hereof. Any disclosure hereof required by legal process shall only be made after providing the non-disclosing party with notice thereof in order to permit the non-disclosing party to seek an appropriate protective order or exemption. Violation by a party or its agents of the foregoing provisions shall entitle the non-disclosing party, at its option, to obtain injunctive relief without a showing of irreparable harm or injury and without bond. (C) Press Releases Except as required provided in Section 14 below, the parties further agree that any litigation press release, advertisement or other proceeding involving publication generated by a party regarding this Agreement, Executive shall not disclose any Proprietary Information the Services provided hereunder or in which a party desires to others outside mention the name of the Sbarro Group (except as part of other party or the performance of his proper duties on behalf of Sbarroother party's parent or affiliated company(ies), or use will be submitted to the same non-publishing party for any unauthorized purposes, without its written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executiveprior to publication. (bD) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under Survival of Confidentiality The provisions of this Section 21 will be effective as of the date of this Agreement or otherwise, and remain in full force and effect for a period which shall come into his custody or possession during will be the term longer of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials one (1) year following the date of a personal naturethis Agreement, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; or (ii) information showing his compensation or relating to reimbursement one (l) year from the termination of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroall Services hereunder. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges The System, the information contained in the Operations Manual described in Article 8 of this Agreement, and agrees thatall other proprietary or confidential information, due formulae, plans, processes, methods, procedures, techniques, and materials revealed or provided to Franchisee by Franchisor (collectively, "Proprietary Information") constitute trade secrets developed by Franchisor which are known only to franchisees and certain authorized employees of Franchisor and Franchisee shall do all things necessary to preserve the uniqueness of his position, information is available to him which is confidentiality of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to SbarroProprietary Information. Accordingly, Executive Franchisee agrees that all the foregoing and all information Franchisor designates as proprietary information shall be presumed to be proprietary information and know-howtrade secrets belonging to Franchisor, whether except to the extent that Franchisee proves that any such information is in the public domain. In order to prevent the unauthorized use or not disclosure of the Proprietary Information, and in writingorder to maintain the advantages accruing from the continued secrecy thereof, and to prevent others from acquiring knowledge of a privatethe Proprietary Information, Franchisee agrees that neither Franchisee nor its officers, directors, employees, agents, or representatives or any person with an equity interest in Franchisee shall, during the term hereof, or any time thereafter, directly or indirectly, use for its own benefit except in accordance with this Agreement, or use for the benefit of any other person or entity, or disclose, divulge, disseminate, display, duplicate, reveal, reproduce, publish, sell, show, or communicate the System, any of the information contained in the Operations Manual, or any of the Proprietary Information (including, without limitation, any information regarding the business, operations or secrets of Franchisor, its parent, or any of its subsidiaries and affiliates which is secret or confidential nature concerning Sbarro’s business in nature) to any person or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executiveentity. (b) Executive Without limiting the generality of the foregoing, Franchisee agrees not to disclose the names of any suppliers, manner of operation, plans, processes, or any other information about or concerning the business of Franchisor, its parent, subsidiaries or affiliates. Without regard to whether any of the matters would otherwise be deemed confidential, material or important, the parties hereby stipulate that, as between them, such matters are confidential, material and important, and gravely affect the effective and successful conduct of the business of Franchisor and its goodwill, and that all tangible any breach of the terms of this Section 12.2(b) by Franchisee, its officers, directors, employees or any person with an equity interest in Franchisee will be deemed a material containing Proprietary Information, whether created by Executive pursuant breach of this Agreement and that in addition to his employment and duties any other remedy for breach which Franchisor may have under this Agreement or otherwiseunder law, which it shall come into his custody or possession during have the term right to terminate the Agreement forthwith; provided, however, that no breach by any non-officer employee of his employment, Franchisee shall be and deemed a material breach of this Agreement if such employee is the exclusive property promptly terminated from such employment upon discovery of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarrosuch disclosure. (c) Executive Franchisee agrees that he it shall take such action as may be required of it in order to assure the safekeeping of the Proprietary Information, which shall, at minimum include, but not be limited to all of the following. (i) Franchisee shall not disclose make or use informationpermit any other person to make any copies of any written Proprietary Information, know how and records of the types set forth nor divulge any Proprietary Information to Franchisee's employees (except as provided in paragraphs (a) and (b) of this Section 12.2(c)(ii) below) or agents, nor reproduce any information relating to the techniques, plans, methods or operating systems and shall keep all items of written information in a safe place. (ii) Franchisee may divulge Proprietary Information to Franchisee's employees, provided that the Proprietary Information disclosed to any single employee shall be limited to that which he knows is necessary for such employee to properly perform its duties. Franchisor may require that Franchisee require each such employee, as a condition to commencing and continuing employment, to sign a "Non-Disclosure Agreement" or should know constitute proprietary information similar agreement. Franchisee shall immediately notify Franchisor of any third party, and that such agreement does notemployee who has made any unauthorized disclosure of any information in its possession, and shall notdischarge such employee forthwith, limit himunless discharge is waived by Franchisor. (iii) The Proprietary Information, constituting valuable trade secrets, shall be disseminated by Franchisor to Franchisee for the sole purpose of maintaining and operating the Retail Outlet and for no other reason. Franchisee shall not during the term of this Agreement or thereafter, use any Proprietary Information to its own benefit other than in the Retail Outlet. (The provisions of this Article 12 shall be binding upon Franchisee forever, including the time after termination or expiration of the Agreement or after any way, whatsoever, from fully performing his duties under this Agreementtransfer of the Franchised Business and/or the rights hereunder in whole or in part.)

Proprietary Information. (a) Executive acknowledges Except as otherwise provided in Section 20.16, Administrative Agent and agrees that, due each Lender shall keep confidential all sales reports and any other proprietary information delivered to the uniqueness of his positionAdministrative Agent or any Lender (whether by Borrower or any Affiliate thereof or by the Administrative Agent) pursuant to this Agreement (provided any such other proprietary information delivered to the Administrative Agent or any Lender is clearly marked by its provider as confidential) (collectively, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is including specifically, but not limited to, any financial information provided pursuant to this Section 14. Notwithstanding the foregoing, but subject to Section 14.2.8(b), the Administrative Agent and each Lender shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant permitted to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any freely deliver Proprietary Information to others outside rating agencies, to prospective and existing participants in and assignees of the Sbarro Group (except as part Commitments and Loans of any of Lenders and to prospective and existing holders of securities backed by any of the performance of his proper duties on behalf of Sbarro)Loans, or use the same for any unauthorized purposesand to its and their respective agents and representatives, without written approval provided that each recipient shall be informed by the Parent Board, either during or after his employment, unless and until provider thereof of the confidential nature of such Proprietary Information has become public knowledge without fault of Executiveinformation. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive Borrower shall not identify any specific property to which any Proprietary Information relates (“Asset-Specific Proprietary Information”) (and shall not be entitled required to retain: permit inspection of property-specific information contained in its books and records), and any Asset-Specific Property Information may not be delivered or otherwise disclosed by or to the Administrative Agent or any Lender except that, if requested to do so by the Administrative Agent or any Lender, Borrower shall promptly deliver Asset-Specific Proprietary Information to any appraiser in connection with any new Appraisal or update of any existing Appraisal, provided that such appraiser (i) papers executes a commercially reasonable confidentiality agreement with respect to such information for the benefit of Borrower and other materials of a personal nature, including photographs, personal correspondence, personal diaries the PropCo Subsidiaries and rolodexes Master Lessee and personal files and phone books; (ii) information showing his compensation is not (and none of its Affiliates is) a business competitor of Borrower, Master Lessee or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarroany Sponsor. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges Recipient agrees to hold all Proprietary Information in trust and agrees thatconfidence and will not at any time, due to the uniqueness of his positiondirectly or indirectly, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and furnish or divulge any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside a Third Party. Recipient shall exercise reasonable care to prevent disclosure of the Sbarro Group (except as part Proprietary Information to a Third Party. Recipient may only disclose the Proprietary Information to an Authorized Person with a need to know such information in connection with the Business Purpose. Recipient shall not exploit or attempt to exploit in any way or manner whatsoever the Proprietary Information for its own private benefit or for the benefit of any person, firm or entity other than the Owner. Recipient shall notify the Owner immediately upon discovery of any unauthorized use or disclosure of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of ExecutiveInformation. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties The obligations under this Mutual Non-Disclosure Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be do not apply if and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retainextent Recipient establishes that: (i) papers and other materials the information disclosed to Recipient was already known to Recipient, without obligation to keep it confidential, at the time of a personal natureits receipt from Owner, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone booksas evidenced by documents in the possession of Recipient prepared or received prior to disclosure of such information; (ii) the information showing his compensation or relating was received by Recipient in good faith from a third party lawfully in possession thereof without obligation to reimbursement of expenseskeep such information confidential and without requiring Recipient to keep the information confidential; (iii) the information that he reasonably believes may be needed for tax purposeswas publicly known at the time of its receipt by Recipient or has become publicly known other than by a breach of this Mutual Non-Disclosure Agreement; (iv) the information was independently developed by Recipient without use of Owner’s Proprietary Information; or (ivv) copies the information is required to be disclosed by applicable statute or regulation or by judicial or administrative process, provided that Recipient shall use reasonable efforts under the circumstances to notify the Owner of plans, programs and agreements relating such requirement so as to his employment, provide the Owner the opportunity to obtain such protective orders or termination thereof, with Sbarroother relief as the compelling Court or other entity may grant. (c) Executive Recipient will not make copies of any written Proprietary Information except as required in connection with the Business Purpose. (d) If the Proprietary Information comprises software, then Recipient agrees it will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs or parts thereof without the prior written consent of the Owner. (e) At the conclusion of the discussions between the parties regarding the Business Purpose, or upon demand by either party, all Proprietary Information in Recipient’s possession or control shall be returned to the Owner or destroyed by Recipient. (f) Recipient acknowledges and agrees that he its obligations under this Mutual Non-Disclosure Agreement with regard to the Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law. Recipient acknowledges that its obligations with regard to Confidential Information shall remain in effect for two (2) years after the Confidential Information is initially disclosed to Recipient. (g) Recipient acknowledges and agrees it will be dealing with inside information not disclose or use informationavailable to the public. In express recognition of this fact, know how and records Recipient agrees not to engage in the trading of the types set forth in paragraphs (a) and (b) securities of this Section which he knows or should know constitute proprietary information Owner during the period of any third partymutual discussion, and that such agreement does notthereafter, and shall not, limit him, in any way, whatsoever, for a period not to exceed ninety days from fully performing his duties under the date of execution of this Agreement.

Proprietary Information. (a) Executive acknowledges I recognize that my relationship with the Company is one of high trust and agrees that, due confidence by reason of my access to and contact with the uniqueness of his position, information is available to him which is of such a highly trade secrets and confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance Company and of his duties on behalf others through the Company. I will not at any time, either during my employment with the Company or thereafter, disclose to others, or use for my own benefit or the benefit of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyothers, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group Developments or of which he became aware during any confidential, proprietary or secret information owned, possessed or used by the term of his employment Company (collectively collectively, “Proprietary Information”). Such property shall not be erased, discarded or destroyed without specific instructions from the Company to do so. By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, data, know-how, marketing plans, forecasts, financial statements, budgets, licenses, prices, costs and employee, customer and supplier lists. I understand that the Company from time to time has in its possession information which is claimed by others to be proprietary and which the Company has agreed to keep confidential. I agree that all such information shall be the exclusive property Proprietary Information for purposes of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement. My undertaking and obligations under this Paragraph 2 will not apply, Executive shall not disclose however, to any Proprietary Information which: (i) is or becomes generally known to others outside the public through no action on my part; (ii) is generally disclosed by the Company to third parties without restriction on such third parties; (iii) is approved for release by written authorization of the Sbarro Group (except as part Board of Directors of the performance Company; or (iv) is required to be disclosed pursuant to subpoena, order of his proper duties on behalf of Sbarro)judicial or administrative authority, or use in connection with judicial proceedings to which the same Company or I am a party, provided that I shall have given the Company written notice of such disclosure at least 14 days prior to such disclosure in order to provide the Company with an opportunity to oppose and/or object to such disclosure and any such disclosure is subject to all applicable governmental and judicial protection available for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarrolike material. Executive agrees to deliver promptly to Sbarro on Upon termination of his employment, my employment with the Company or at any other time that Sbarro may so upon request, I will promptly deliver to the Company all memorandacopies of computer programs, specifications, drawings, blueprints, data storage devices, notes, memoranda, notebooks, drawings, records, reports reports, files and other documents (and all copies thereofor reproductions of such materials) relating to Sbarro’s businessin my possession or under my control, whether prepared by me or others, in whatever form on whatever tangible medium, which Executive obtained while employed bycontain Proprietary Information. I acknowledge that this material is the sole property of the Company, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he I shall not disclose or use informationretain. If requested to do so by the Company, know how and records I agree to sign a Termination Certificate in which I confirm that I have complied with the requirements of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, preceding paragraph and that such agreement does notI am aware that certain restrictions imposed upon me by this Agreement continue after termination of my employment. I understand, however, that my rights and shall not, limit him, in any way, whatsoever, from fully performing his duties obligations under this AgreementAgreement will continue even if I do not sign a Termination Certificate.

Proprietary Information. Mr. Forrest acknowledges and agrees that in the course of renderinx xxxxxxxx to Cosi he will have access to and will become acquainted with confidential information about the business and financial affairs of Cosi and may have contributed to or may in the future contribute to such information. Such information is referred to in this Section 4 as "Proprietary Information" and is more fully defined below. Mr. Forrest recognizes that in order to guard the legitimate interxxxx xx Xxxi, it is necessary for Cosi to protect all such confidential information. Accordingly, Mr. Forrest shall not at any time disclose, directly or indirectly (xxxxxx xx required by law), any Proprietary Information to any person other than (a) Executive acknowledges and agrees thatCosi, due (b) persons who are authorized employees of Cosi at the time of such disclosure, or (c) such other persons to whom Mr. Forrest has been instructed to make disclosure by the Board, axx xx xxx xuch cases only to the uniqueness extent required in the course of his position, information is available Mr. Forrest's service to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part Cosi. At the expiration of the performance of Term Mr. Fxxxxxx xxxxx deliver to Cosi all notes, letters, documents anx xxxxxxx xhich may contain Proprietary Information which are then in his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarropossession or control and shall not retain or use any copies or summaries thereof. AccordinglyFor purposes hereof, Executive agrees that "Proprietary Information" shall include all information and confidential know-how, strategic data, research and development data, business and financial planning documents or information, marketing data and trade secrets, which are confidential and proprietary to Cosi. Such information is hereinafter called "Proprietary Information" and shall include any and all items enumerated in the preceding sentence which come within the scope of the business activities of Cosi as to which Mr. Forrest has had or may have access, whether previously existinx, xxx xxxxting or arising hereafter, whether conceived or developed by others or by Mr. Forrest alone or with others during the period of his service xx Xxxx, xxd whether or not in writing, of a private, secret conceived or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware developed during the term of his employment (collectively “regular working hours. "Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive " shall not disclose include any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, information which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance public domain, provided such information is not in the public domain as a consequence of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination disclosure by Mr. Forrest in violation of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges All right, title and agrees that, due interest in and to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is ” (as defined below) will be and shall be remain the sole and exclusive property of Sbarrothe Company. Except as may be required by lawThe Executive will not remove from the Company’s offices or premises any documents, a court records, notebooks, files, correspondence, reports, memoranda or similar materials of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody other materials or possession during the term of his employment, shall be and is the exclusive property of Sbarro any kind belonging to be used by Executive only the Company unless necessary or appropriate in the performance of his duties for Sbarroto the Company. If the Executive agrees removes such materials or property in the performance of his duties, the Executive will return such materials or property to deliver their proper files or places of safekeeping as promptly as possible after the removal has served its specific purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to Sbarro on termination any third person the nature of and/or contents of such materials or property or any other oral or written information to which he may have access or become familiar in the course of his employment, except to the extent necessary in the performance of his duties. Upon termination of the Executive’s employment with the Company for whatever reason and whether voluntary or involuntary, or at any time at the request of the Company, he will leave with the Company or promptly return to the Company all originals and copies of such materials or property then in his possession and shall not retain any copies or other time reproductions or extracts thereof except for historical financial or corporate information reasonably required to be retained for tax or related purposes. The foregoing restrictions and obligations under this Section 8(b) shall not apply to: (A) any Proprietary Information that Sbarro may so requestis or becomes generally available to the public other than as a result of a disclosure by the Executive, all memoranda, notes, records, reports and other documents (and all copies thereofB) relating any information obtained by the Executive from a third party which the Executive has no reason to Sbarro’s business, which Executive obtained while employed bybelieve is violating any obligation of confidentiality to the Company, or otherwise serving (C) any information the Executive is required by law to disclose. In the event that the Executive is requested in any proceeding to disclose any Proprietary Information, the Executive agrees to give the Company prompt written notice of such request and the documents requested thereby so that the Company may seek an appropriate protective order. It is further agreed that if, in the absence of a protective order, the Executive is nonetheless, in the written opinion of his counsel, compelled to disclose Proprietary Information to any tribunal or acting on behalf ofelse stand liable for contempt or suffer other censure or penalty, Sbarro and which he the Executive may then possess or have under his control. Notwithstanding anything disclose such information to such tribunal without liability hereunder; provided, however, that the Executive must give the Company written notice of the information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, use all reasonable efforts to limit any such disclosure to the contrary contained herein, Executive shall precise terms of such requirement and use all reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be entitled accorded to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarrosuch information. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. (a) Executive acknowledges and agrees Each Eligible Employee shall acknowledge that, due to during the uniqueness course of his positionemployment, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes the Eligible Employee has learned or will learn or develop Proprietary Information. Each Eligible Employee shall further acknowledge that unauthorized disclosure or use of such information (except as part Proprietary Information, other than in discharge of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to SbarroEligible Employee’s duties, will cause the Company irreparable harm. Accordingly, Executive agrees that all information and know-how, whether or not Except in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term course of his employment (collectively “Proprietary Information”)with the Company, is and shall be in pursuit of the exclusive property business of Sbarro. Except the Company, or as may be otherwise required in employment with the Company or by applicable law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive each Eligible Employee shall promptly notify Sbarro thereof)not, and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of during the Sbarro Group (except as part of the performance course of his proper duties on behalf employment or at any time following termination of Sbarro)his employment, directly or indirectly, disclose, publish, communicate, or use the same for on his behalf or another’s behalf, any unauthorized purposes, without written approval by the Parent Board, either Proprietary Information. If during or after his employment, unless and until such the Eligible Employee has any questions about whether particular information is Proprietary Information has become public knowledge without fault of ExecutiveInformation, the Eligible Employee shall consult with the Company’s General Counsel or other representative designated by the Company. (b) Executive agrees that all tangible material containing Proprietary InformationEach Eligible Employee shall also agree to promptly disclose to the Company any information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employmentideas, or at any other time inventions made or conceived by him or her that Sbarro may so requestresults from or are suggested by services performed by the Eligible Employee for the Company, and to assign to the Company all memorandarights pertaining to such information, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed byideas, or otherwise serving inventions. Knowledge or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third partykind disclosed by the Eligible Employee to the Company shall be deemed to have been disclosed without obligation on the part of the Company to hold the same in confidence, and that the Company shall have the full right to use and disclose such agreement does not, knowledge and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementinformation without compensation to the Eligible Employee.

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive a. The Employee agrees that all information and know-howinformation, whether or not in writing, of a private, secret or confidential nature concerning SbarroFibrocell Science’s business, business relationships or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively collectively, “Proprietary Information”), ) is and shall be the exclusive property of SbarroFibrocell Science. Except as may be required by lawBy way of illustration, a court but not limitation, Proprietary Information shall include the source format of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof)Fibrocell Science research reports, research fulfillment process, information concerning the terms of Fibrocell Science’s strategic partnerships with agents, service providers, and except as required in any litigation other business partners, and all inventions, products, processes, methods, techniques, formulas, compositions, projects, developments, plans, research data, financial data, personnel data, computer programs, source and object codes, customer and supplier lists, know-how and contacts and our knowledge of customers or other proceeding involving this Agreement, Executive shall prospective customers of Fibrocell Science. The Employee will not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), any person or use the same for any unauthorized purposes, purposes (other than in the performance of his duties as an employee of Fibrocell Science) without written approval by the Parent Boardan officer of Fibrocell Science, either during or after his employmentemployment with Fibrocell Science, unless and until such Proprietary Information has become public knowledge without fault of Executiveby the Employee. (b) Executive b. The Employee agrees that all files, letters, memoranda, reports, records, data sketches, drawings, notebooks, program listings, or other written, electronic, photographic, or other tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement the Employee or otherwiseothers, which shall come into his custody or possession during the term of his employmentpossession, shall be and is are the exclusive property of Sbarro the Fibrocell Science to be used by Executive the Employee only in the performance of his duties for SbarroFibrocell Science. Executive agrees All such materials or copies thereof and all tangible property of Fibrocell Science in the custody or possession of the Employee shall be delivered to deliver promptly to Sbarro on Fibrocell Science upon the earlier of (i) a request by Fibrocell Science or (ii) the termination of his employment. After such delivery, the Employee shall not retain any such materials or at copies thereof or any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarrosuch tangible property. (c) Executive c. The Employee agrees that he shall his obligation not to disclose or to use information, know how information and records materials of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third partyabove, and that his obligation to return materials and tangible property, set forth in paragraph (b) above, also extends to such agreement does nottypes of information, materials and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementtangible property of customers of Fibrocell Science or suppliers to Fibrocell Science or other third parties who may have disclosed or entrusted the same to Fibrocell Science or to the Employee.

Proprietary Information. (8.1 Both EPISIL and APT agree that Proprietary Information of the other will be used by them exclusively for the purpose of manufacturing Wafers and/or Good Dies hereunder and will not be disclosed to any third party without the prior written permission of the disclosing party. 8.2 EPISIL agrees to use reasonable care to maintain in confidence Proprietary Information of APT furnished hereunder, not to make use thereof other than for the purposes set forth in this Agreement, and not to distribute, disclose or disseminate Proprietary Information of APT in any way or form to anyone except its own employees who have a reasonable need to know the same provided, however, that this Agreement shall impose no obligation on EPISIL with respect to any Proprietary Information which: a) Executive is already in the public domain or becomes available to the public through no breach by EPISIL; b) was rightfully in EPISIL’s possession without obligation of confidence prior to receipt from APT; c) was received by EPISIL from a third party without obligation of confidence; d) is independently developed by EPISIL without reference to information disclosed hereunder e) is approved for release by written Agreement of APT. Each party acknowledges and agrees thatthat in the course of performing under this Agreement, due it shall have access to and become acquainted with information concerning various trade secrets and other confidential and Proprietary Information of the other party. This includes, but is not limited to, marketing plans, the identities of suppliers and customers, ideas, design rules, secret inventions, unique processes, compilations of information, records, specifications and other information which is owned by the other party, and shall maintain such information in confidence and shall not apply this information either directly or indirectly without prior consent from the other party to any products not included in this Agreement. 8.3 EPISIL shall destroy all defective Wafers, Die and masks unless otherwise requested by APT in writing. In the case of idle masks, excessive Wafers and/or Good Die, EPISIL will inform APT in writing and APT will give the disposition instructions in writing within thirty (30) days. 8.4 No press release or any publication of the existence of this Agreement shall be allowed unless first approved by the other party in writing, with such approval not being unreasonably withheld. 8.5 Upon written request by APT, EPISIL shall return or destroy all written Proprietary Information received, as well as all copies made of such Proprietary Information. 8.6 All Proprietary Information of APT shall remain the property of APT. Any masks generated by EPISIL from APT database tapes shall be the property of APT, will be returned to APT or destroyed on APT’s written request, and will be used exclusively to produce Wafers and Good Die for APT. Nothing contained in this Agreement shall be construed as granting any license or rights under any proprietary right whether present or future. The disclosure of Proprietary Information shall not result in any obligation to grant EPISIL rights therein. 8.7 If APT is furnished hereunder with Proprietary Information of EPISIL, the stipulation of this Section 8 shall apply accordingly in the reverse relation between the parties. 8.8 Upon termination or expiration of this Agreement for whatever reason, the receiving party shall (i) return to the uniqueness other party or destroy the original and all copies of his positionany Proprietary Information and (ii) at the disclosing party’s request, information is available to him which is have one of such a highly confidential and proprietary nature as to constitute a trade secret, and its officers certify in writing that it will not make any conduct by him which makes further use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information Proprietary Information and know-how, whether will not manufacture or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from have manufactured any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “product incorporating Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. In the event Buyer and Seller have entered into a Non-Disclosure (aProprietary Information) Executive acknowledges Agreement (NDA/PIA) for the Purpose which the Agreement has been issued against and agrees thatthat NDA/PIA remains in effect, due the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties. Buyer and Seller anticipate that under the Agreement it may be necessary for either to disclose to the uniqueness other information of his positiona proprietary nature. Proprietary information that may be disclosed under this Agreement includes, but is not limited to, drawings, specifications, non-public product information, and other technical capabilities. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure. All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is available used to him which is protect its own proprietary information, but in no case less than reasonable care. Disclosures of such information shall be restricted to those individuals who have a highly confidential need to know and proprietary nature as to constitute a trade secretare directly participating in Agreement efforts. Neither party shall make any reproduction, and any conduct by him which makes disclosure, or use of such proprietary information (except as follows: (g) Such information furnished by Buyer may be used by Seller in performing its obligations under the Agreement. (h) Such information furnished by Seller may be used by Buyer in performing its obligations under the Agreement. (i) Such information may also be used in accordance with any written authorization received from the disclosing party. The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and neither party shall be liable for, reproduction, disclosure, or use of proprietary information with respect to any of the following conditions: (j) If, prior to the receipt thereof under the Agreement, the information has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the public domain prior to disclosure hereunder. (k) If, subsequent to receipt thereof under the Agreement, (i) the information is published by the party furnishing it or is disclosed by the party furnishing it to others without restriction; or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to a breach of this clause; or (iii) if such information otherwise comes within the public knowledge or becomes generally known to the public. (l) If any part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all proprietary information and know-how, whether has been or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and hereafter shall be disclosed in a United States patent issued to the exclusive property party furnishing the proprietary information hereunder, then, after the issuance of Sbarro. Except said patent, the limitations on such proprietary information as may disclosed in the patent shall be required only that afforded by lawUnited States patent laws. (m) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the receiving party and actually received within fifteen (15) days of original disclosure. (n) If such proprietary information is obligated to be disclosed under order of a court of competent jurisdiction so long as prompt notice of the order is given to the other party. (including pursuant o) If such proprietary information is disclosed with the written approval of the originating party. The furnishing of any proprietary information by either party shall not be construed as granting to a duly issued subpoena thereofthe other party either expressly, by implication, estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret, trademark, or a governmental agency (copyright now or hereafter owned or controlled by the party furnishing same. The foregoing shall not impact any license or ownership right in any which event Executive information identified and set forth elsewhere in this document. Seller shall promptly notify Sbarro thereof), and except as required in any litigation upon Buyer's request or other proceeding involving upon completion of this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro)whichever occurs first, or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive.promptly at its option: (b1) Executive agrees that destroy all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment proprietary information furnished in connection with the Agreement and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposescertify such destruction; or (iv2) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute return all proprietary information of any third partyfurnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and that Seller shall thereafter make no further use of nor disclose to others any such agreement does not, and shall not, limit him, in data or documents or any way, whatsoever, from fully performing his duties under this Agreement.information derived therefrom without Buyer’s prior written consent

Proprietary Information. (a) Executive acknowledges and agrees that, due to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, The Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarrothe Group’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively collectively, “Proprietary Information”), ) is and shall be the exclusive property of Sbarrothe Group. Except as By way of illustration, but not limitation, Proprietary Information may be required by lawinclude business processes, a court methods and techniques; planned programming schedules; material terms of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof)contracts, research data, personnel data, computer programs and except as required in any litigation or other proceeding involving this Agreement, supplier lists. The Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, purposes without written approval by of the Parent Board, either during or after his employment; provided, unless and until such however, that Proprietary Information has become shall not include information which, at the time of disclosure or use, was generally available to the public knowledge other than by breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without fault breaching any obligations of Executivethe Company, the Executive or such third party or was otherwise developed or obtained legally and independently by the person to whom disclosed without breach of this Agreement; and provided, further, that the Executive may disclose Proprietary Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Group or by any administrative or legislative body (or committee thereof) with jurisdiction to order the Executive to divulge, disclose or make accessible such information. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive pursuant to his employment and duties under this Agreement or otherwiseothers, which shall come into his custody or possession during the term of his employmentpossession, shall be and is are the exclusive property of Sbarro the Group to be used by the Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with SbarroGroup. (c) The Executive agrees that he shall his obligation not to disclose or use information, know know-how and records of the types set forth in paragraphs (a) and (b) above, also extends to such types of this information, know-how, records and tangible property of business partners of the Group or other third parties who may have disclosed or entrusted the same to the Group or to the Executive in the course of the Group’s business. (d) The provisions of Section which he knows or should know constitute proprietary information 8 survive the termination of any third party, the Executive’s employment and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under the termination of this Agreement.

Proprietary Information. CAG and Mauex xxxh acknowledges that during the course of the consulting engagement hereunder CAG and Mauex xxxl necessarily have access to and make use of proprietary information and confidential records of the Company, THCG and the Company's affiliates. CAG and Mauex xxxh covenants that it and he shall not during the Term or at any time thereafter, directly or indirectly, use for its or his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose, any such proprietary information to any individual or entity, unless such disclosure has been authorized in writing by the Company or is otherwise required by law. For purposes of this Section 5, "proprietary information" shall not include information which (ai) Executive acknowledges and agrees that, due is or becomes generally available to the uniqueness public other than as a result of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement by CAG or otherwise, which shall come into his custody Mauex; (xi) was within CAG's or possession during the term of his employment, shall be and is the exclusive property of Sbarro Mauex'x xxxsession or knowledge prior to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything its being furnished to the contrary contained hereinCompany, Executive shall be entitled to retain: (i) papers and other materials of a personal natureprovided that the information was not obtained in connection with the consulting engagement hereunder or Mauex'x xxxor employment by Walnut Financial Services, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expensesInc.; (iii) information that he reasonably believes may be needed for tax purposesis independently developed by CAG or Mauex xxxer than in connection with the consulting engagement hereunder; or (iv) copies of plans, programs is obtained by CAG or Mauex xx its or his capacity as an investor in THCG or THCG's (or its subsidiaries') portfolio companies and agreements relating to his employment, or termination thereof, not in connection with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records the performance of the types set forth in paragraphs (a) and (b) duties hereunder, provided that information obtained by CAG or Mauex xxxer circumstances under which it or he has any obligation to keep such information confidential shall be "proprietary information" to the extent of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreementobligation.

Proprietary Information. From and after the Closing, the Company Stockholders and each of their respective Affiliates shall not disclose or make use of any information relating to the Surviving Corporation that is not generally known by, nor easily learned or determined by, persons outside of the Company (collectively referred to herein as “Proprietary Information”) including, but not limited to: (a) Executive acknowledges research and agrees thatdevelopment; (b) software systems, due to the uniqueness computer programs and source codes; (c) sources of his positionsupply; (d) identity of specialized consultants and contractors; (e) purchasing, information is available to him which is of such a highly confidential operating and proprietary nature as to constitute a trade secretother cost data; (f) Intellectual Property, (g) clinical and any conduct by him which makes use of regulatory data and information; and (h) employee or service provider information, including all such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordinglyrecorded in manuals, Executive agrees that all information memoranda, projections, reports, minutes, plans, drawings, sketches, designs, data, specifications, software programs and know-howrecords, whether or not in writinglegended or otherwise identified as Proprietary Information, as well as such information that is the subject of meetings and discussions and not recorded. Proprietary Information shall not include such information that the Company Stockholders can demonstrate (a) is generally available to the public (other than as a result of a privatedisclosure by a Company Stockholder), secret (b) was disclosed to the Company Stockholders by a third party under no obligation to keep such information confidential, or confidential nature concerning Sbarro’s (c) was independently developed by the Company Stockholders without reference to Proprietary Information and such Proprietary Information does not relate to a business or financial affairs or that competes with the business methods received by him from any member of the Sbarro Group Company or Parent as of which he became aware during the term Closing. Notwithstanding the foregoing, the Company Stockholders shall have no obligation hereunder to keep confidential any of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside the extent disclosure thereof is required by Law; provided, however, that in the event disclosure is required by Law, the Company Stockholders shall use best efforts to provide Parent with prompt advance notice of such requirement so that Parent may seek an appropriate protective order. Each Company Stockholder agrees that the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same remedy at Law for any unauthorized purposes, without written approval by breach of this Section 7.1 would be inadequate and that Parent or the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive Surviving Corporation shall be entitled to retain: (i) papers and injunctive relief, without the requirement of posting any bond or other materials security, in addition to any other remedy it may have upon breach of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) any provision of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement7.1.

Proprietary Information. (a) Executive The Customer acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and agrees that, due documentation manuals furnished to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct Customer by him which makes use of such information (except the Transfer Agent as part of the performance Data Access Service to access Shareholder Data maintained by the Transfer Agent on data bases under the control and ownership of his duties on behalf the Transfer Agent or other third party constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of Sbarrosubstantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Shareholder Data. The Customer and the Transfer Agent agree that Proprietary Information shall not include all or any portion of any of the foregoing items that; (i) would be a become publicly available without breach of his fiduciary duty this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement. The Customer agrees to Sbarro. Accordingly, Executive treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive it shall not disclose divulge any Proprietary Information to others outside of the Sbarro Group (any person or organization except as part of may be provided hereunder. Without limiting the performance of his proper duties on behalf of Sbarro)foregoing, the Customer agrees for itself and its employees and agents: (a) to refrain from copying or use duplicating in any way the same Proprietary Information, other than to print out pages reflecting Shareholder Data to provide to Shareholders or for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive.Customer's internal use; (b) Executive agrees that all tangible material containing to refrain from obtaining unauthorized access to any portion of the Proprietary Information, whether created by Executive pursuant and if such access is inadvertently obtained, to his employment inform Transfer Agent in a timely manner of such fact and duties under this Agreement or otherwise, which shall come into his custody or possession during the term dispose of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only such information in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, accordance with Sbarro.Transfer Agent's instructions; (c) Executive agrees to refrain from causing or allowing the Proprietary Information from being retransmitted to any other computer facility or other location, except with the prior written consent of Transfer Agent; (d) that he the Customer shall not disclose have access only to those authorized transactions agreed upon by the parties; and (e) to honor all reasonable written requests made by Transfer Agent to protect at Transfer Agent's expense the rights of Transfer Agent Proprietary Information at common law, under federal copyright law and under other federal or use information, know how and records state law. Each party shall take reasonable efforts to advise its employees of the types set forth in paragraphs (a) and (b) of their obligations pursuant to this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this AgreementSECTION 13.

Proprietary Information. The Employee covenants to the Corporation, which covenants shall survive the expiration of the Term (or any successive term) of this Agreement, as follows: (a) Executive acknowledges and agrees that, due In the course of his service to the uniqueness Corporation, the Employee may have access to confidential business documents or information, marketing data, marketing research data, confidential customer lists, and sources of supply and trade secrets, all of which are confidential and may be proprietary, owned or used by the Corporation. Such information shall hereinafter be called "Proprietary Information" and shall include any and all items enumerated in the preceding sentence and coming within the scope of the Corporation's business as to which the Employee may have access, whether conceived or developed by others or by the Employee alone or with others during the period of his position, information is available service to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-howCorporation, whether or not conceived or developed during working hours. Proprietary Information shall not include any records, data, or information which are in writing, the public domain during the period of a private, secret service by the Employee or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member within the knowledge of the Sbarro Group Employee on or before the date of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Except as may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use ; provided that the same for any unauthorized purposes, without written approval are not in the public domain as a consequence of disclosure directly or indirectly by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault Employee in violation of Executivethis Agreement. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which The Employee shall come into his custody or possession not during the term Term or thereafter use for his own benefit, or disclose, directly or indirectly, any Proprietary Information to any person other than the Corporation or authorized employees thereof at the time of his employmentsuch disclosure, shall be or such other persons to whom the Employee has been specifically instructed in writing to make disclosure by the Corporation and is in all such cases only to the exclusive property of Sbarro to be used by Executive only extent required in the performance course of his duties for Sbarrothe Employee's service to the Corporation. Executive agrees to deliver promptly to Sbarro on At the termination of his employment, or at any other time that Sbarro may so request, the Employee shall deliver to the Corporation all memorandafiles, notes, recordsletters, reports documents and other documents records (and all copies thereof) relating to Sbarro’s businesswhether written, which Executive obtained while employed byelectronic, or otherwise serving otherwise) which may contain Proprietary Information which are then in his possession or acting on behalf of, Sbarro control and which he may then possess shall not retain or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation use any copies or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination summaries thereof, with Sbarro. (c) Executive agrees that he Proprietary Information is of critical importance to the Corporation and a violation of this Agreement would seriously and irreparably impair and damage the Corporation's business. The Employee shall not disclose or use information, know how and records keep all Proprietary Information as a fiduciary for the sole benefit of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this AgreementCorporation.

Proprietary Information. (a) Executive acknowledges All right, title and agrees that, due interest in and to the uniqueness of his position, information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is ” (as defined below) will be and shall be remain the sole and exclusive property of Sbarrothe Company. Except as may be required by lawThe Executive will not remove from the Company’s offices or premises any documents, a court records, notebooks, files, correspondence, reports, memoranda or similar materials of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in any litigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive. (b) Executive agrees that all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody other materials or possession during the term of his employment, shall be and is the exclusive property of Sbarro any kind belonging to be used by Executive only the Company unless necessary or appropriate in the performance of his duties for Sbarroto the Company. If the Executive agrees removes such materials or property in the performance of his duties, the Executive will return such materials or property to deliver their proper files or places of safekeeping as promptly as possible after the removal has served its specific purpose. The Executive will not make, retain, remove and/or distribute any copies of any such materials or property, or divulge to Sbarro on termination any third person the nature of and/or contents of such materials or property or any other oral or written information to which he may have access or become familiar in the course of his employment, except to the extent necessary in the performance of his duties. Upon termination of the Executive’s employment with the Company for whatever reason and whether voluntary or involuntary, or at any other time that Sbarro may so requestat the request of the Company, he will leave with the Company or promptly return to the Company all memorandaoriginals and copies of such materials or property then in his possession, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed bycustody, or otherwise serving control and shall not retain any copies or acting on behalf ofother reproductions or extracts thereof except for historical financial or corporate information reasonably required to be retained for tax or related purposes. The foregoing restrictions and obligations under this Section 8(b) shall not apply to: (A) any Proprietary Information that is or becomes generally available to the public other than as a result of a disclosure by the Executive, Sbarro (B) any information obtained by the Executive from a third party which the Executive has no reason to believe is violating any obligation of confidentiality to the Company, or (C) any information the Executive is required by law to disclose. In the event that the Executive is requested in any proceeding to disclose any Proprietary Information, the Executive agrees to give the Company prompt written notice of such request and which he the documents requested thereby so that the Company may then possess seek an appropriate protective order. It is further agreed that if, in the absence of a protective order, the Executive is nonetheless, in the written opinion of his counsel, compelled to disclose Proprietary Information to any tribunal or have under his controlelse stand liable for contempt or suffer other censure or penalty, the Executive may disclose such information to such tribunal without liability hereunder; provided, however, that the Executive must give the Company written notice of the information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is practicable, use all reasonable efforts to limit any such disclosure to the precise terms of such requirement and use all reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. Notwithstanding anything the foregoing or any other provision of this Agreement, nothing shall prevent the Executive from sharing any Proprietary Information or other information (except any information protected by the Company’s attorney-client privilege or the work product doctrine) with regulators or appropriate governmental agencies, including but not limited to governing taxing authorities, whether in response to a subpoena or other legal process or otherwise, without notice to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with SbarroCompany. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that such agreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement.

Proprietary Information. In the event SNC and Seller have entered into a Non-Disclosure (Proprietary Information) Agreement (NDA/PIA) for the Purpose which the Purchase Order has been issued against and that NDA/PIA remains in effect, the NDA/PIA shall govern the treatment of proprietary information. If no NDA has been executed or if an NDA has expired, the following terms shall govern proprietary information exchanged between the parties: SNC and Seller anticipate that under the Agreement it may be necessary for either to disclose to the other information of a proprietary nature. Proprietary information that may be disclosed under this Agreement includes, but is not limited to, drawings, specifications, non-public product information, and other technical capabilities. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure. All written proprietary information shall be marked as proprietary prior to disclosure. Each of the parties agrees to use the same reasonable efforts to protect such information as is used to protect its own proprietary information, but in no case less than reasonable care. Disclosures of such information shall be restricted to those individuals who have a need to know and are directly participating in efforts related to the Agreement. Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows: (a) Executive acknowledges Such information furnished by Buyer may be used by Seller in performing its obligations under the Agreement.‌ (b) Such information furnished by Seller may be used by Buyer in performing its obligations under the Agreement. (c) Such information may also be used in accordance with any written authorization received from the disclosing party. The limitations on reproduction, disclosure, or use of proprietary information shall not apply to, and agrees thatneither party shall be liable for, reproduction, disclosure, or use of proprietary information with respect to any of the following conditions: (d) If, prior to the receipt thereof under the Agreement, the information has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Government (provided such other source did not receive it due to a breach of this clause) or was in the uniqueness of his positionpublic domain prior to disclosure hereunder. (e) If, subsequent to receipt thereof under the Agreement, (i) the information is available published by the party furnishing it or is disclosed by the party furnishing it to him which is others without restriction; or (ii) it has been lawfully obtained by the party receiving it from other sources, including the Government, provided such other source did not receive it due to a breach of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of this clause; or (iii) if such information otherwise comes within the public knowledge or becomes generally known to the public. (except as f) If any part of the performance of his duties on behalf of Sbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all proprietary information and know-how, whether has been or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairs or business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and hereafter shall be disclosed in a United States patent issued to the exclusive property party furnishing the proprietary information hereunder, then, after the issuance of Sbarro. Except said patent, the limitations on such proprietary information as may disclosed in the patent shall be required only that afforded by lawUnited States patent laws. (g) If the proprietary information is furnished orally, unless such proprietary information was identified as proprietary at the time of disclosure and reduced to writing and marked proprietary within fifteen (15) days of original disclosure and such writing is forwarded to the receiving party and actually received within fifteen (15) days of original disclosure. (h) If such proprietary information is obligated to be disclosed under order of a court of competent jurisdiction so long as prompt notice of the order is given to the other party. (including pursuant i) If such proprietary information is disclosed with the written approval of the originating party. The furnishing of any proprietary information by either party shall not be construed as granting to a duly issued subpoena thereofthe other party either expressly, by implication, estoppel, or otherwise, any ownership or license right (other than the limited license to use the information internally for the purpose for which it was provided) under any invention, patent, trade secret, trademark, or a governmental agency (copyright now or hereafter owned or controlled by the party furnishing same. The foregoing shall not impact any license or ownership right in any which event Executive information identified and set forth elsewhere in this document. Seller shall promptly notify Sbarro thereof), and except as required in any litigation upon Buyer’s request or other proceeding involving upon completion of this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his proper duties on behalf of Sbarro)whichever occurs first, or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until such Proprietary Information has become public knowledge without fault of Executive.promptly at its option: (b1) Executive agrees that destroy all tangible material containing Proprietary Information, whether created by Executive pursuant to his employment proprietary information furnished in connection with the Agreement and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall be and is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, all memoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or have under his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries and rolodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposescertify such destruction; or (iv2) copies of plans, programs and agreements relating to his employment, or termination thereof, with Sbarro. (c) Executive agrees that he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute return all proprietary information of any third partyfurnished in connection with the Agreement, together with all copies or reprints then in Seller’s possession and control, and that Seller shall thereafter make no further use of nor disclose to others any such agreement does not, and shall not, limit him, in data or documents or any way, whatsoever, from fully performing his duties under this Agreementinformation derived therefrom without Buyer’s prior written consent.