Common use of Proprietary Information Clause in Contracts

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Employee acknowledges that during the course of his Employee’s employment with the Company he Employee will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliatesCompany. Executive Employee covenants that he Employee shall not not, during his employment the Term or at any time thereafterthereafter (irrespective of the circumstances under which Employee’s employment with the Company terminates), directly or indirectly, use for his Employee’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation of which Employee has knowledge to any person or entity, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Employee acknowledges and understands that the term “proprietary information” includes, but is not limited to, patents, copyrights and trade secrets, including, without limitation: (ai) the proprietary software products, programs, applications, applications and processes utilized by or on behalf of the Company to the extent such information is unique to the Company or any of its affiliatesis not known to others outside the Company; (bii) the name and/or address of any customer customer, licensor or vendor of the Company Company, to the extent confidential, or any of its affiliates or any proprietary information concerning the transactions or relations of any customer or vendor of the Company with the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers employees or agents; (ciii) any proprietary information concerning any product, technology, technology or procedure employed by or on behalf of the Company or any of its affiliates but not generally known to its or their customers, vendors customers or competitors, or under development by or being tested by or on behalf of the Company or any of its affiliates but not at the time offered generally to customers or vendorscustomers; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (eiv) any information which is generally regarded and treated as confidential or proprietary in any line of business engaged in by or on behalf of the Company or any of its affiliatesCompany; (fv) any business plans, budgets, advertising information belonging to customers or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals affiliates of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person individual or entity which the Company or any of its affiliates has agreed to hold in confidence (provided that Employee has knowledge of the Company’s duty to hold such third-party information in confidence; (i) any inventions, innovations or improvements covered by this Agreement); and (jvi) all written, graphic and or other material relating to or containing any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and or known by the public or in the industry, or information that is or becomes available to Executive Employee on a non-confidential basis from a source other than the Company, any of its affiliates, Company or the Company’s stockholders, principals, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that that, during the course of his Executive’s employment with the Company he Company, Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public industry, was known by Executive prior to the commencement of his employment (or anticipated employment) with the Company, or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Employee acknowledges that during the course of his Employee's employment with the Company he Employee will necessarily have access to and make use of proprietary information and confidential records (as those terms are defined below) of the Company and its affiliates. Executive Employee covenants that he Employee shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Employee's own purpose or for the benefit of any person individual or entity other than the CompanyCompany and its affiliates, nor otherwise disclose to any individual or entity, any proprietary informationinformation of which Employee has knowledge, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or such affiliates or is otherwise required by law. Executive Employee acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software productsall ideas, inventions, know-how, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and processes improvements and enhancements, and all related documentation, whether or not patentable, copyrightable or entitled to other forms of protection, utilized by the Company or any its affiliates or which are, directly or indirectly, related to the business, products or services, or proposed business, products or services, of the Company or its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any financial information relating to the computer softwareCompany and its business, computer systemsincluding, without limitation, information relating to pricing or marketing methods, sales margins, cost or source of materials, supplies or goods, cost of material, capital structure, operating results, results or borrowing arrangements or business plans of the Company or any of its affiliatesarrangements; (ed) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fe) any business plans, budgets, advertising or marketing plans; (gf) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hg) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of its affiliates or any other person individual or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jh) all written, graphic and other material (in any medium whether in writing, on magnetic tape or in electronic or other form) relating to any of the foregoing. Executive Employee acknowledges and understands that information that is not novel or copyrighted is not copyrighted, trademarked or patented patented, or eligible for such or any other protection, may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Employee on a non-confidential basis from a source other than the Company, Company (or any of its affiliates, ) or the Company's stockholders, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his Executive’s employment with the Company he TRA, Executive has had and will necessarily have access to and make use of proprietary information and confidential records of the Company TRA and its affiliatesAffiliates. Executive covenants that he Executive shall not not, during the term of his employment with TRA or at any time thereafterthereafter (irrespective of the circumstances under which Executive’s employment with TRA terminates), directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity Person other than the CompanyTRA and its Affiliates, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation of which Executive has knowledge to any Person, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, TRA or such Affiliates or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to, patents, copyrights and trade secrets such as: (a) designs, drawings, sketches, fabrics, accessories and ornaments utilized or incorporated in or proposed to be utilized or incorporated in any product of TRA or its Affiliates; (b) the software products, programs, applications, applications and processes utilized by the Company or any on behalf of TRA and its affiliatesAffiliates (other than off-the-shelf software programs); (bc) the name and/or address of any customer or vendor of the Company or any of TRA and its affiliates Affiliates or any information concerning the transactions or relations of any customer or vendor of the Company TRA and its Affiliates with TRA or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (cd) any information concerning any product, technology, technology or procedure employed by the Company or any on behalf of TRA and its affiliates Affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any on behalf of TRA and its affiliates Affiliates but not at the time offered generally to customers or vendors; (de) any proprietary information relating to the TRA’s computer software, computer systems, pricing or marketing methods, sales margins, cost or source of raw materials, supplies or goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesplans; (ef) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any on behalf of TRA and its affiliatesAffiliates; (fg) any business plans, budgets, advertising or marketing plansplans of TRA or its Affiliates; (gh) any information contained in any of the written or oral policies and procedures or manuals of the Company TRA or any of its affiliatesAffiliates; (hi) any information belonging to customers customers, vendors or vendors Affiliates of the Company or any of TRA and its affiliates Affiliates or any other person individual or entity which the Company or any of TRA and its affiliates Affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material (whether in writing on magnetic tape or in electronic or other form) relating to or containing any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or trademarked or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public public, information developed independently by Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, TRA (or any of its affiliatesAffiliates) or TRA’s stockholders, or the principals, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that that, during the course of his Executive’s employment with the Company he Company, Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public industry, was known by Executive prior to the commencement of her employment (or anticipated employment) with the Company, or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. the Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. the Executive covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. the Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. the Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to the Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-non­ confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his Executive’s employment with the Company he AMIH, Executive has had and will necessarily have access to and make use of proprietary information and confidential records of the Company AMIH and its affiliatesAffiliates. Executive covenants that he Executive shall not not, during the term of his employment with AMIH or at any time thereafterthereafter (irrespective of the circumstances under which Executive’s employment with AMIH terminates), directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity Person other than the CompanyAMIH and its Affiliates, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation of which Executive has knowledge to any Person, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, AMIH or such Affiliates or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to, patents, copyrights and Trade secrets such as: (a) designs, drawings, sketches, fabrics, accessories and ornaments utilized or incorporated in or proposed to be utilized or incorporated in any product of AMIH or its Affiliates; (b) the software products, programs, applications, applications and processes utilized by the Company or any on behalf of AMIH and its affiliatesAffiliates (other than off-the-shelf software programs); (bc) the name and/or address of any customer or vendor of the Company or any of AMIH and its affiliates Affiliates or any information concerning the transactions or relations of any customer or vendor of the Company AMIH and its Affiliates with AMIH or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (cd) any information concerning any product, technology, technology or procedure employed by the Company or any on behalf of AMIH and its affiliates Affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any on behalf of AMIH and its affiliates Affiliates but not at the time offered generally to customers or vendors; (de) any proprietary information relating to the AMIH’s computer software, computer systems, pricing or marketing methods, sales margins, cost or source of raw materials, supplies or goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesplans; (ef) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any on behalf of AMIH and its affiliatesAffiliates; (fg) any business plans, budgets, advertising or marketing plansplans of AMIH or its Affiliates; (gh) any information contained in any of the written or oral policies and procedures or manuals of the Company AMIH or any of its affiliatesAffiliates; (hi) any information belonging to customers customers, vendors or vendors Affiliates of the Company or any of AMIH and its affiliates Affiliates or any other person individual or entity which the Company or any of AMIH and its affiliates Affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material (whether in writing on magnetic tape or in electronic or other form) relating to or containing any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or trademarked or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public public, information developed independently by Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, AMIH (or any of its affiliatesAffiliates) or AMIH’s stockholders, or the principals, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any licensor, customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any licensor, customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements Developments (as defined below) covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that that, during the course of his Executive’s employment with the Company he Company, Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Subject to Section 9(n), Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, to any individual or entity, any confidential or proprietary informationinformation that belongs to the Company or its affiliates or, to the extent acquired by or disclosed to Executive as a result of the employment relationship, to a third party, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (ai) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hviii) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (iix) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public industry, information that is the product of Executive’s general knowledge, education or training (in each case, as of immediately prior to the Commencement Date), or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Employee acknowledges that during the course of his Employee's employment with the Company he Company, Employee will necessarily have access to and make use of proprietary information and confidential records (as those terms are defined below) of the Company and its affiliates. Executive Employee covenants that he Employee shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Employee's own purpose or for the benefit of any person individual or entity other than the CompanyCompany and its affiliates, nor otherwise disclose to any individual or entity, any proprietary informationinformation of which Employee has knowledge, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been specifically authorized in writing by the Company, Company or such affiliates or is otherwise required by law. Executive Employee acknowledges and understands that the term “proprietary information” "PROPRIETARY INFORMATION" includes, but is not limited to: (ai) the software productsall ideas, inventions, know-how, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and processes improvements and enhancements, and all related documentation, whether or not patentable, copyrightable or entitled to other forms of protection, utilized by the Company or any its affiliates or which are, directly or indirectly, related to the business, products or services, or proposed business, products or services, of the Company or its affiliates; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any financial information relating to the computer softwareCompany or its affiliates and their respective businesses, computer systemsincluding, without limitation, information relating to pricing or marketing methods, sales margins, cost or source of materials, supplies or goods, cost of material, capital structure, operating results, results or borrowing arrangements or business plans of the Company or any of its affiliatesarrangements; (eiv) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fv) any business plans, budgets, advertising or marketing plans; (gvi) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hvii) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of its affiliates or any other person individual or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jviii) all written, graphic and other material (in any medium whether in writing, on magnetic tape or in electronic or other form) relating to any of the foregoing. Executive Employee acknowledges and understands that information that is not novel or copyrighted is not copyrighted, trademarked or patented patented, or eligible for such or any other protection may nonetheless be proprietary information. The term “"proprietary information” " shall not NOT include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Employee on a non-confidential basis from a source other than the Company, Company (or any of its affiliates, ) or the Company's stockholders, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. a. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements Inventions (as defined in Section 11 herein) covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality). b. Executive shall not during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except as required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any individual or entity other than in the course of such individual’s or entity’s employment or retention by the Company. Upon termination of employment for any reason or upon request by the Company, Executive shall deliver promptly to the Company all property and records of the Company or any of its affiliates, including, without limitation, all confidential records. For purposes hereof, “confidential records” means all correspondence, reports, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind which may be in Executive’s possession or under his control or accessible to him which contain any proprietary information. All property and records of the Company and any of its affiliates (including, without limitation, all confidential records) shall be and remain the sole property of the Company or such affiliate during the Term and thereafter. c. The Executive affirms that he did not and does not possess, and has not relied and will not rely upon the protected trade secrets or confidential or proprietary information of the Executive’s prior employer(s) in providing services to the Company.

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliatesGroup. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the CompanyCompany Group, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (ai) the software products, programs, applications, and processes utilized by the Company or any of its affiliatesGroup; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates Group or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates Group with the Company or such affiliate Group or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates Group but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates Group but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesGroup; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliatesGroup; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliatesGroup; (hviii) any information belonging to customers or vendors of the Company or any of its affiliates Group or any other person or entity which the Company or any of its affiliates Group has agreed to hold in confidence; (iix) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliatesCompany Group, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates Group (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Employee acknowledges that during the course of his Employee's employment with the Company he Company, Employee will necessarily have access to and make use of proprietary information and confidential records (as those terms are defined below) of the Company and its affiliates. Executive Employee covenants that he Employee shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Employee's own purpose or for the benefit of any person individual or entity other than the CompanyCompany and its affiliates, nor otherwise disclose to any individual or entity, any proprietary informationinformation of which Employee has knowledge, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been specifically authorized in writing by the Company, Company or such affiliates or is otherwise required by law. Executive Employee acknowledges and understands that the term “proprietary information” "PROPRIETARY INFORMATION" includes, but is not limited to: (ai) the software productsall ideas, inventions, know-how, technology, formulas, designs, software, programs, algorithms, products, systems, applications, processes, procedures, methods and processes improvements and enhancements, and all related documentation, whether or not patentable, copyrightable or entitled to other forms of protection, utilized by the Company or any its affiliates or which are, directly or indirectly, related to the business, products or services, or proposed business, products or services, of the Company or its affiliates; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any financial information relating to the computer softwareCompany or its affiliates and their respective businesses, computer systemsincluding, without limitation, information relating to pricing or marketing methods, sales margins, cost or source of materials, supplies or goods, cost of material, capital structure, operating results, results or borrowing arrangements or business plans of the Company or any of its affiliatesarrangements; (eiv) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fv) any business plans, budgets, advertising or marketing plans; (gvi) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hvii) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of its affiliates or any other person individual or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jviii) all written, graphic and other material (in any medium whether in writing, on magnetic tape or in electronic or other form) relating to any of the foregoing. Executive Employee acknowledges and understands that information that is not novel or copyrighted is not copyrighted, trademarked or patented patented, or eligible for such or any other protection, may nonetheless be proprietary information. The term “"proprietary information” " shall not NOT include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Employee on a non-confidential basis from a source other than the Company, Company (or any of its affiliates, ) or the Company's stockholders, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. The Executive acknowledges that during the course of his employment with the Company while discharging his duties he will necessarily of necessity regularly have access to and make use of proprietary information and confidential records of the Company and its affiliates(as each such term is defined below). The Executive covenants that he shall not during his employment the Term or at any time thereafterthereafter (irrespective of the circumstances under which the Executive's employment by the Company terminates), directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law, rule or regulation or applicable legal, regulatory or administration process or by a court of competent jurisdiction. Executive acknowledges and understands that For purposes of this Agreement, the term “"proprietary information” includes" shall include, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer customer, vendor or vendor affiliate of the Company or any of its affiliates or any information concerning the transactions or relations of any customer customer, vendor or vendor affiliate of the Company with the Company or any of its affiliates with the Company or such affiliate or any of its or their partnersshareholders, principals, directors, officers or agents; (cb) any information concerning any product, service, technology, process, methodology or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, competitors or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (dc) any information relating to the Company's computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesplans; (ed) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliatesCompany; (fe) any business plans, budgets, advertising or marketing plans; (gf) any information contained in any of the Company's written or oral policies and procedures or manuals of the Company or any of its affiliatesemployee manuals; (hg) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (ih) any inventions, innovations or improvements owned, licensed or used by the Company or covered by this AgreementParagraph 4.4 below; and (ji) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information Information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to the Executive on a non-confidential basis from a source other than the Company, any of its affiliates, Company or the Company's directors, officers, employees, partnersshareholders, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer customer, vendor, distributor or vendor supplier of the Company or any of its affiliates or any information concerning the transactions or relations of any customer customer, vendor, distributor or vendor supplier of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors vendors, distributors, suppliers or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers customers, vendors, distributors or vendorssuppliers; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers customers, vendors, distributors or vendors suppliers of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; (j) information regarding the Company’s current employees and their assigned duties and compensation; and (jk) all written, graphic graphic, electronic, digital, and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Employee acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliatesCompany. Executive Employee covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Employee acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (ai) the software products, programs, applications, and processes utilized by the Company or any of its affiliatesCompany; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor Business Associate of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitorsCompetitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesCompany; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliatesCompany; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliatesCompany; (hviii) any information belonging to customers or vendors Business Associates of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (iix) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive Employee acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Employee on a non-confidential basis from a source other than the Company, any of its affiliates, Company or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. a. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements Inventions (as defined in Section 12 herein) covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality). b. Executive shall not during the Term or at any time thereafter (irrespective of the circumstances under which Executive’s employment by the Company terminates), except as required by law, directly or indirectly publish, make known or in any fashion disclose any confidential records to, or permit any inspection or copying of confidential records by, any individual or entity other than in the course of such individual’s or entity’s employment or retention by the Company. Upon termination of employment for any reason or upon request by the Company, Executive shall deliver promptly to the Company all property and records of the Company or any of its affiliates, including, without limitation, all confidential records. For purposes hereof, "confidential records" means all correspondence, reports, memoranda, files, manuals, books, lists, financial, operating or marketing records, magnetic tape, or electronic or other media or equipment of any kind which may be in Executive’s possession or under his control or accessible to him which contain any proprietary information. All property and records of the Company and any of its affiliates (including, without limitation, all confidential records) shall be and remain the sole property of the Company or such affiliate during the Term and thereafter. c. The Executive affirms that he did not and does not possess, and has not relied and will not rely upon the protected trade secrets or confidential or proprietary information of the Executive’s prior employer(s) in providing services to the Company.

Proprietary Information. Executive Xx. Xxxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; ; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (ai) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (bii) the name and/or address of any licensor, customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any licensor, customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hviii) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (iix) any inventions, innovations or improvements Developments (as defined below) covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges You acknowledge that during the course of his your employment with the Company he you will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants You covenant that he you shall not during his your employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his your own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges You acknowledge and understands understand that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive acknowledges You acknowledge and understands understand that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive you on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxx acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxx on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxxxx acknowledges that during the course of his employment with the Company and its affiliates he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the CompanyCompany or its affiliates, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or an affiliate or is otherwise required by law. Executive Xx. Xxxxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (ai) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hviii) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (iix) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality), or any information that Xx. Xxxxxxxxx is required to disclose to, or by, any governmental or judicial authority (but only for the purposes of such disclosure).

Proprietary Information. Executive acknowledges that during the ----------------------- course of his Executive's employment with the Company he Company, Executive has had and will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliatesCompany. Executive covenants that he Executive shall not not, during the term of his employment with Company or at any time thereafterthereafter (irrespective of the circumstances under which Executive's employment with Company terminates), directly or indirectly, use for his Executive's own purpose or for the benefit of any person or entity Person other than the Company, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation of which Executive has knowledge to any Person, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or such Affiliates or is otherwise required by law. Executive acknowledges and understands that the term “"proprietary information” " includes, but is not limited to, patents, copyrights and trade secrets such as: (a) designs, drawings, sketches, fabrics, accessories and ornaments utilized or incorporated in or proposed to be utilized or incorporated in any product of Company; (b) the software products, programs, applications, applications and processes utilized by the or on behalf of Company or any of its affiliates(other than off-the-shelf software programs); (bc) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company with Company or any of its affiliates with the Company or such affiliate or any of its or their partnersstockholders, principals, directors, officers officers, employees or agents; (cd) any information concerning any product, technology, technology or procedure employed by the or on behalf of Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the or on behalf of Company or any of its affiliates but not at the time offered generally to customers or vendors; (de) any proprietary information relating to the Company's computer software, computer systems, pricing or marketing methods, sales margins, cost or source of raw materials, supplies or goods, cost of material, capital structure, operating results, GUEZ EMPLOYMENT AGREEMENT borrowing arrangements or business plans of the Company or any of its affiliatesplans; (ef) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any on behalf of its affiliatesCompany; (fg) any business plans, budgets, advertising or marketing plansplans of Company; (gh) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliatesCompany; (hi) any information belonging to customers or customers, vendors of the Company or any of its affiliates or any other person individual or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material (whether in writing on magnetic tape or in electronic or other form) relating to or containing any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or trademarked or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public public, information developed independently by Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company or Company's stockholders, any of its affiliatesprincipals, or the directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality). Notwithstanding the foregoing, nothing in the attached Agreement or this Exhibit C ("Confidentiality and Non-Disclosure Agreement") is intended to classify or include as proprietary, confidential or trade secret information of the Company any information which is publicly known or information related to contacts (vendors, etc.) utilized by the Company which were known to Executive prior to his employment with the Company or which were obtained as a result of Executive's relationships with such individuals or entities

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any 10 customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during american xxxxxxxxx.xxx • xxxxx xxxxxxxx xxxx, xxxxxxxxx, xxxx, 00000-0000 • phone: 000-000-0000 • fax: 000-000-0000 (a) Upon termination of this Agreement for any reason, you shall immediately turn over to the Company any “proprietary information,” as defined below. You shall have no right to retain any copies of any material qualifying as “proprietary information” for any reason whatsoever after termination of your employment hereunder without the express written consent of the Company. (b) It is understood and agreed that, in the course of his your employment hereunder and through your activities for and on behalf of the Company, you will receive, deal with the Company he will necessarily and have access to the Company’s and make use of its affiliates’ proprietary information and confidential records that you hold such proprietary information in trust and confidence for the Company. You agree that you shall not, during the term of the Company and its affiliates. Executive covenants that he shall not during his employment this Agreement or at thereafter, in any time thereafterfashion, form or manner, directly or indirectly, use for his own purpose retain, make copies of, divulge, disclose or communicate to any person, in any manner whatsoever, except when necessary or required in the normal course of your employment hereunder and for the benefit of any person the Company or entity other than with the express written consent of the Company, nor otherwise disclose to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company’s proprietary information or any information of any kind, nature or is otherwise required by law. Executive acknowledges and understands that description whatsoever concerning any matters affecting or relating to the term Company’s business. (c) For purposes of this Agreement, “proprietary information” means and includes, but is not limited towithout limitation, the following: (a) the software productsidentity of clients or customers or potential clients or customers of the Company or its affiliates; any written, typed or printed lists or other materials identifying the clients or customers of the Company or its affiliates; any financial or other information supplied by clients or customers of the Company or its affiliates; any and all data or information involving the techniques, programs, applications, and processes utilized methods or contacts employed by the Company or any its affiliates in the conduct of its affiliatesbusiness; (b) the name and/or address of any customer lists, documents, manuals, records, forms, or vendor of other materials used by the Company or any its affiliates in the conduct of its business; any descriptive materials describing the methods and procedures employed by the Company or its affiliates in the conduct of its business; and any other secret or any confidential information concerning the transactions Company’s or relations its affiliates’ business or affairs. The terms “list”, “document” or their equivalent, as used in this Section, are not limited to a physical writing or compilation but also include any and all information whatsoever regarding the subject matter of the “list” or “document” whether or not such compilation has been reduced to writing. (d) Nothing contained herein shall be construed as restricting or creating any customer liability for the disclosure, communication, or vendor use of information that you can show, by clear and convincing evidence: (i) is or becomes publicly known through no wrongful act or omission of the yours, (ii) is received by you from a party who is under no confidential obligation to the Company or any of its affiliates with respect thereto, unless such person received the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach known (or that should have been known) to you of an agreement similar to this Agreement, (iii) is independently developed by you outside the scope of your employment and without the use of any obligation facility of confidentiality)the Company or its affiliates prior to the receipt of such information, or (iv) is disclosed without restriction as required by law or legal process. american xxxxxxxxx.xxx • xxxxx xxxxxxxx xxxx, xxxxxxxxx, xxxx, 00000-0000 • phone: 000-000-0000 • fax: 000-000-0000 (e) The terms and conditions of this Agreement are confidential and shall not be disclosed by either party hereto, except to their respective representatives and advisors, others with a reasonable need to know (including, without limitation, the Company’s direct and indirect parent company and their advisors and principals and representatives of any parties considering an investment in or acquisition of the Company) and as required by law, regulation or court order. You acknowledge that the Company shall have no restriction on disclosing this agreement in connection with any filing with the Securities and Exchange Commission or other governmental authority.

Proprietary Information. Executive acknowledges You acknowledge that during the course of his your employment with the Company he you will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants You covenant that he you shall not during his your employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his your own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges You acknowledge and understands understand that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; affiliates (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive acknowledges You acknowledge and understands understand that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive you on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that that, during the course of his Executive’s employment with the Company he Company, Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Subject to Section 8(n), Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, to any individual or entity, any confidential or proprietary informationinformation that belongs to the Company or its affiliates or, to the extent acquired by or disclosed to Executive as a result of the employment relationship, to a third party, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (ai) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (bii) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (ciii) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (div) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (ev) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (fvi) any business plans, budgets, advertising or marketing plans; (gvii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hviii) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (iix) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public industry, information that is the product of Executive’s general knowledge, education or training (in each case, as of immediately prior to the Commencement Date), or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company and any consultancy, he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term, the Consulting Period, or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not not, during his employment the Term or at any time thereafterthereafter (irrespective of the circumstances under which Executive's employment with the Company terminates), directly or indirectly, use for his own purpose or for the benefit of any person or entity Person other than the CompanyCompany and its affiliates, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation of which he has knowledge to any Person, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or such affiliates or is otherwise required by law. Executive acknowledges and understands that the term “"proprietary information” " includes, but is not limited to, patents, copyrights and trade secrets such as: (ai) designs, drawings, sketches, fabrics, accessories and ornaments utilized or incorporated in or proposed to be utilized or incorporated in any product of the Company or its affiliates; (ii) the software products, programs, applications, applications and processes utilized by or on behalf of the Company or any of and its affiliatesaffiliates (other than off-the-shelf software programs); (biii) the name and/or address of any customer or vendor of the Company or any of and its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of and its affiliates with the Company or such affiliate or any of its or their partnersshareholders, principals, directors, officers officers, employees or agents; (civ) any information concerning any product, technology, technology or procedure employed by or on behalf of the Company or any of and its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by or on behalf of the Company or any of and its affiliates but not at the time offered generally to customers or vendors; (dv) any information relating to the Company's computer software, computer systems, pricing or marketing methods, sales margins, cost or source of raw materials, supplies or goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesplans; (evi) any information which is generally regarded as confidential or proprietary in any line of business engaged in by or on behalf of the Company or any of and its affiliates; (fvii) any business plans, budgets, advertising or marketing plansplans of the Company or its affiliates; (gviii) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (hix) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of and its affiliates or any other person individual or entity which the Company or any of and its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jx) all written, graphic and other material (whether in writing on magnetic tape or in electronic or other form) relating to or containing any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or trademarked or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, Company (or any of its affiliates, ) or the Company's shareholders, principals, directors, officers, employees, partners, principals employees or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive (a) Xx. Xxxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he Xx. Xxxxxxxx shall not during his employment the Term or at any time thereafter, thereafter directly or indirectly, indirectly use for his own purpose or for the benefit of any person or entity other than the CompanyCompany or it affiliates, nor otherwise disclose any proprietary information to any individual person or entity, any proprietary information, unless such that disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. (b) Xx. Executive acknowledges and Xxxxxxxx understands that subject to Section 8(c), the term “proprietary information” includes, but is not limited to: , the following: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b1) the name and/or and address of any customer or vendor of the Company or any of its affiliates or affiliates, including without limitation any information concerning the transactions with such customers and vendors, buying and selling requirements of such customers and vendors, or their criteria or habits, or Company’s relations of with any such customer or vendor vendor, including credit policies, all of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; which constitutes Company’s trade secrets; (c2) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates affiliates, but not at the time offered generally to customers or vendors; ; (d3) any information relating to the Company’s or its affiliates computer software, computer systems, pricing or marketing methods, sales margins, credit policies, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; plans; (e4) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; ; (f5) any business plans, budgets, advertising or marketing plans; plans of Company or its affiliates; (g6) any information contained in any of the Company’s or its affiliates written or oral policies and procedures or manuals of the Company or any of its affiliates; manuals; (h7) any information belonging to customers customers, vendors or vendors affiliates of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; ; (i) 8) any inventions, innovations or improvements covered by this Agreement; (9) salary, staffing, employment and contractor information of Company or its affiliates; and and (j10) all written, graphic and other material materials relating to or embodying any of the foregoing, whether in a handwritten, printed, graphic, video, audio, electronic or other medium. (c) Xx. Executive Xxxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. . (d) The term “proprietary information” shall does not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxxx on a non-confidential basis from a source other than the Company, any of Company or its affiliates, affiliates or the their respective directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality). (e) Xx. Xxxxxxxx acknowledges and agrees that the unauthorized sale or use of Company’s proprietary information constitutes such unfair competition. Xx. Xxxxxxxx covenants and agrees not to engage in any unfair competition with Company either during the Term or any time thereafter. (f) Xx. Xxxxxxxx acknowledges and agrees that no employee of Company, including himself, has any private space within Company’s premises.

Proprietary Information. Executive Seller acknowledges that during the course in connection with its control of his employment with the Company to date, of necessity he will necessarily have or she has regularly developed and had access to to, and make use of of, proprietary information and confidential records of the Company and its affiliates(as each such term is defined below). Executive Seller covenants that he he, she or it shall not during his employment or at any time thereafterhereafter, directly or indirectly, use for his his, hers or its own purpose or for the benefit of any person or entity Person other than the CompanyPurchaser at the Purchaser's request, nor otherwise disclose to any individual or entitydisclose, any proprietary informationinformation to any Person, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the CompanyPurchaser. For purposes of this Agreement, or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes"PROPRIETARY INFORMATION" shall include, but is not limited to: (ai) the software productsname and address of any client, programscustomer, applicationsvendor or Affiliate of the Company and any information concerning any transactions or relations between any such client, and processes utilized by customer or vendor of the Company with the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principalsshareholders, directors, officers officers, principals or agents; (cii) any information concerning any product, technology, technology or procedure employed by the Company or any of its affiliates but not generally known to its or their clients, customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (diii) any information relating to computer software or systems used by the computer software, computer systems, Company or the Company's pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliatesplans; (eiv) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliatesCompany; (fv) any business plans, budgets, advertising or marketing plans; (gvi) any information contained in any of the written or oral policies and procedures or employee manuals of the Company; (vii) any information belonging to customers, vendors or Affiliates of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity Person which the Company or any of its affiliates has agreed to hold in confidence; (iviii) any inventions, innovations or improvements covered by this Agreementof the Company; and (jix) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information Information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or but shall include information that is or which becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than public as a result of a breach of any an obligation of confidentiality)confidentiality by Seller or any Seller's Affiliate.

Proprietary Information. Executive Xx. Xxxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxxx acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxxx on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. XxXxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. XxXxxx covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. XxXxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive Xx. XxXxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. XxXxxx on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company Buyer and its affiliatesAffiliates. Executive covenants that he shall not during his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the CompanyBuyer, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Buyer or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company Buyer or any of its affiliatesAffiliates; (b) the name and/or address of any customer prospective customer or vendor of the Company Buyer or any of its affiliates Affiliates or any information concerning the transactions or relations of any customer, prospective customer or vendor of the Company Buyer or any of its affiliates Affiliates with the Company Buyer or such affiliate Affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company Buyer or any of its affiliates Affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company Buyer or any of its affiliates Affiliates but not at the time offered generally to customers or vendors; (d) any information concerning the structure or content of the proprietary databases of the Buyer or any of its Affiliates; (e) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company Buyer or any of its affiliatesAffiliates; (ef) customer and prospective customer lists and contact information; (g) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company Buyer or any of its affiliatesAffiliates; (fh) product information and future development plans; (i) any business plans, budgets, advertising or marketing plans; (gj) any information contained in any of the written or oral policies and procedures or manuals of the Company Buyer or any of its affiliatesAffiliates; (hk) any information belonging to customers, prospective customers or vendors of the Company Buyer or any of its affiliates Affiliates or any other person or entity which the Company Buyer or any of its affiliates Affiliates has agreed to hold in confidence; (il) any inventions, innovations or improvements Developments (as defined in Section 6.5 of this Agreement below) covered by this Agreement; and (jm) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the CompanyBuyer, any of its affiliatesAffiliates, or the directors, officers, employees, partners, principals or agents of the Company Buyer or any of its affiliates Affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “proprietary information” includes, 10 but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (jG) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his her employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his her own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that during the course of his Executive’s employment with the Company he Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive’s own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public industry, was known by Executive prior to the commencement of his employment (or anticipated employment) with the Company, or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive acknowledges that that, during the course of his Executive's employment with the Company he Company, Executive will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive covenants that he Executive shall not during his employment the Term or at any time thereafter, directly or indirectly, use for his Executive's own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive acknowledges and understands that the term “"proprietary information” " includes, but is not limited to: (a) the software productsinventions, trade secrets, ideas, processes, formulas, source and object codes, data, programs, applicationsother works of authorship, know-how, improvements, research, discoveries, developments, designs, and processes techniques regarding any of the foregoing utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “"proprietary information” " shall not include information that is or becomes generally available to and known by the public industry, was known by Executive prior to the commencement of his employment (or anticipated employment) with the Company, or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

Proprietary Information. Executive Xx. Xxxxxxx acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. Executive Xx. Xxxxxxx covenants that he shall not during his employment by the Company or its affiliates or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose disclose, any proprietary information to any individual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, Company or is otherwise required by law. Executive Xx. Xxxxxxx acknowledges and understands that the term “proprietary information” includes, but is not limited to: (a) the software products, programs, applications, and processes utilized by the Company or any of its affiliates; (b) the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; (c) any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers or vendors; (d) any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; (e) any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; (f) any business plans, budgets, advertising or marketing plans; (g) any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; (h) any information belonging to customers or vendors of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; (i) any inventions, innovations or improvements covered by this Agreement; and (j) all written, graphic and other material relating to any of the foregoing. Executive Xx. Xxxxxxx acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public or information that is or becomes available to Executive Xx. Xxxxxxx on a non-confidential non­confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).