Common use of Records and Confidential Data Clause in Contracts

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his duties during the term of this Agreement, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the Company. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive shall keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Executive's discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's termination hereunder, as soon as possible after the Company's written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company or its affiliates will make available to the Executive, or the Executive will develop and have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its affiliates. (b) The Executive shall keep all During the Employment Term and thereafter, Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner that is detrimental to the Company or its affiliates, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to; provided, and does not limit in any wayhowever, any of the Executive's duties or obligations that Confidential Information may be disclosed by Executive (i) to the Company under statutory and its affiliates, or common to any authorized agent or representative of any of them, (ii) in connection with performing Executive’s duties hereunder, (iii) without limiting Section 10(g) of this Agreement, when required to do so by law not or requested by a court, governmental agency, legislative body, arbitrator or other person with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information, provided that Executive, to make personal use the extent legally permitted, notifies the Company prior to such disclosure, (iv) in the course of any proceeding under Sections 11 or 12 of this Agreement or Section 5 of the Confidential Information Release, subject to the prior entry of a confidentiality order, or trade secrets(v) in confidence to an attorney or other professional advisor for the purpose of securing professional advice, so long as such attorney or advisor is subject to confidentiality restrictions no less restrictive than those applicable to Executive hereunder. (c) Following the On Executive's termination hereunder, as soon as possible after ’s last day of employment with the Company's written request, or at such earlier date as requested by the Company, (i) Executive will return to the Company all written Confidential Information which that has been provided to, or prepared by, Executive; (ii) at the election of the Company, Executive will return to the Executive and the Executive will Company or destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information; and (iii) Executive will return all Company property. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, shall deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance Executive’s compliance with this Section 7(c10(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyCompany and its affiliates, including, without limitation, the Company's marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.:

Records and Confidential Data. (a) The Executive Employee acknowledges that that, in connection with the performance of his duties during the term of this Agreementhereunder, the Company Employer and its Affiliates will make available to the ExecutiveEmployee, or the Executive and/or Employee will have access to, certain Confidential Information (as defined below) of the CompanyEmployer and its Affiliates. The Executive Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive Employee during the course of his employment by the Company Employer or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive Employee alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive Employer and its Affiliates. Employee shall keep all Confidential Information confidential and will shall not use such any Confidential Information in any manner other than in connection with the ExecutiveEmployee's discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (cb) Following the Executivefirst to occur of the termination of Employee's termination employment hereunder, or as soon as reasonably possible after the CompanyEmployer's written request, the Executive will Employee shall return to the Company Employer all written Confidential Information which has been provided to the Executive Employee and the Executive will Employee shall destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive Employee or for the ExecutiveEmployee's use containing or reflecting any Confidential Information. Within ten (10) five business days of the after receipt of such request by the ExecutiveEmployee, the Executive Employee shall, upon written request of the CompanyEmployer, deliver to the Company Employer a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c3.1(b). (dc) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean ------------------------ all confidential and proprietary information of the CompanyEmployer and/or its Affiliates, including, without limitation, the Company's marketing strategiesconfidential and proprietary information that is derived from or regarding reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, web site drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchacquisition targets or strategies, reportsinformation regarding subscribers or web site viewers, investigationsclient lists, public relations methodsclient mailing lists, supplier lists, financial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other confidential and proprietary materials or other information prepared for or by Employer and/or any of similar characterits Affiliates. For purposes of this Agreement, the Confidential Information shall not include and the ExecutiveEmployee's obligations under this Section 7 3.1 shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive Employee from third persons (other than employees of the Company or its affiliates) Persons not under agreement to maintain the confidentiality of the same same, and (iii) information which is required to be disclosed by law or legal processprocess (after giving Employer prior written notice thereof and an opportunity to contest such disclosure).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his duties during the term of this Agreement, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the Company. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive obtained through or in connection with the Executive's ’s stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive shall keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Executive's ’s discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's ’s duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's ’s termination hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which that has been provided to the Executive Executive, and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's ’s marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which that is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive Employee acknowledges that that, in connection with the performance of his duties during the term of this Agreementhereunder, the Company Employer and its Affiliates will make available to the ExecutiveEmployee, or the Executive and/or Employee will have access to, certain Confidential Information (as defined below) of the CompanyEmployer and its Affiliates. The Executive Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive Employee during the course of his employment by the Company Employer or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive Employee alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive Employer and its Affiliates. Employee shall keep all Confidential Information confidential and will shall not use such any Confidential Information in any manner other than in connection with the ExecutiveEmployee's discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (cb) Following the Executivefirst to occur of the termination of Employee's termination employment hereunder, or as soon as reasonably possible after the CompanyEmployer's written request, the Executive will Employee shall return to the Company Employer all written Confidential Information which has been provided to the Executive Employee and the Executive will Employee shall destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive Employee or for the ExecutiveEmployee's use containing or reflecting any Confidential Information. Within ten (10) five business days of the after receipt of such request by the ExecutiveEmployee, the Executive Employee shall, upon written request of the CompanyEmployer, deliver to the Company Employer a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c3.1(b). (dc) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyEmployer and/or its Affiliates, including, without limitation, the Company's marketing strategiesconfidential and proprietary information that is derived from or regarding reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, web site drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchacquisition targets or strategies, reportsinformation regarding subscribers or web site viewers, investigationsclient lists, public relations methodsclient mailing lists, supplier lists, financial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other confidential and proprietary materials or other information prepared for or by Employer and/or any of similar characterits Affiliates. For purposes of this Agreement, the Confidential Information shall not include and the ExecutiveEmployee's obligations under this Section 7 3.1 shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive Employee from third persons (other than employees of the Company or its affiliates) Persons not under agreement to maintain the confidentiality of the same same, and (iii) information which is required to be disclosed by law or legal processprocess (after giving Employer prior written notice thereof and an opportunity to contest such disclosure).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 10 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 11(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil or common law not criminal investigative demand or similar process) to disclose or to make personal use of the any Confidential Information or trade secretsfrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 10. (c) Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents (including any email or other electronic correspondence) prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information, except as provided in Section 10. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c11(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyCompany and its affiliates, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, work in progress, drawings, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other know-how, trade secrets, inventions, concepts, ideas, materials, or information developed, prepared or performed for or by the Company or its affiliates (in each case, including any email or other information of similar characterelectronic correspondence). For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 shall not extend to information that Executive can demonstrate with competent evidence is (i) information which is generally available in to the public domain, without any action or involvement by Executive or (ii) information independently obtained by the Executive from a third persons party on a non-confidential and authorized basis. Notwithstanding anything in this Section 11 to the contrary, Executive may disclose Confidential Information: (other than employees of the Company or its affiliates1) not under agreement to maintain the confidentiality of the same as set forth in Section 10; and (iii2) information which to the extent it is required to be disclosed by law or legal processpursuant to judicial process or administrative subpoena. To the extent that Confidential Information is required to be disclosed by law, governmental investigation or pursuant to judicial process or administrative subpoena, Executive shall, to the extent legally permitted, first give written notice to the Company and reasonably cooperate with the Company to obtain a protective order or other measures preserving the confidential treatment of such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes required by law, governmental investigation or pursuant to judicial process or administrative subpoena, except as provided in Section 10 and subject to Section 11(e).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 10 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 11(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil or common law not criminal investigative demand or similar process) to disclose or to make personal use of the any Confidential Information or trade secrets. from exercising any legally protected whistleblower rights (cincluding under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 10. Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or, at the Company’s request, destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents (including any email or other electronic correspondence) prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information, except as provided in Section 10. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c11(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his duties during the term of this Agreement, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the Company. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive obtained through or in connection with the Executive's ’s stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive shall keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Executive's ’s discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's ’s duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's ’s termination hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's ’s marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his duties during the term Term of this Agreement, Agreement the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its affiliates. (b) The Executive shall keep all Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's discharge of his duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the termination of Executive's termination employment hereunder, as soon as possible after the Company's written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's use containing or reflecting any Confidential Information. Within ten five (105) business days of the receipt of such request by the Executive, the Executive he shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c10(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyCompany and its affiliates, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information of similar characterprepared or performed for or by the Company or its affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 obligation's shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive from third persons (other than employees of the Company pursuant to or its affiliates) not under agreement to maintain the confidentiality of the same in connection with this employment and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive Employee acknowledges that that, in connection with the performance of his duties during the term of this Agreementhereunder, the Company Employer and its Affiliates will make available to the ExecutiveEmployee, or the Executive and/or Employee will have access to, certain Confidential Information (as defined below) of the CompanyEmployer and its Affiliates. The Executive Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive Employee during the course of his employment by the Company Employer or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive Employee alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive Employer and its Affiliates. Employee shall keep all Confidential Information confidential and will shall not use such any Confidential Information in any manner other than in connection with the Executive's Employee’s discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (cb) Following the Executive's first to occur of the termination of Employee’s employment hereunder, or as soon as reasonably possible after the Company's Employer’s written request, the Executive will Employee shall return to the Company Employer all written Confidential Information which has been provided to the Executive Employee and the Executive will Employee shall destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive Employee or for the Executive's Employee’s use containing or reflecting any Confidential Information. Within ten (10) five business days of the after receipt of such request by the ExecutiveEmployee, the Executive Employee shall, upon written request of the CompanyEmployer, deliver to the Company Employer a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c3.1(b). (dc) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyEmployer and/or its Affiliates, including, without limitation, the Company's marketing strategiesconfidential and proprietary information that is derived from or regarding reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, web site drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchacquisition targets or strategies, reportsinformation regarding subscribers or web site viewers, investigationsclient lists, public relations methodsclient mailing lists, supplier lists, financial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other confidential and proprietary materials or other information prepared for or by Employer and/or any of similar characterits Affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's Employee’s obligations under this Section 7 3.1 shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive Employee from third persons (other than employees of the Company or its affiliates) Persons not under agreement to maintain the confidentiality of the same same, and (iii) information which is required to be disclosed by law or legal processprocess (after giving Employer prior written notice thereof and an opportunity to contest such disclosure).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his duties during the term of this Agreement, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the Company. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive obtained through or in connection with the Executive's ’s stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive shall keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Executive's ’s discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's ’s duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's ’s termination hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which that has been provided to the Executive Executive, and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c8(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's ’s marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 8 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which that is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 11 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 12(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil investigative demand or common law not similar process) to disclose or to make personal use of the any Confidential Information or trade secretsfrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 11. (c) Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information, except as provided in Section 11. Within ten five (105) business days of the receipt of such request by the Executive, the Executive he shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c12(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyCompany and its affiliates, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, work in progress, drawings, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other know-how, trade secrets, inventions, concepts, ideas, materials, or other information of similar characterdeveloped, prepared or performed for or by the Company or its affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 ’s obligation’s shall not extend to information that Executive can demonstrate with competent evidence is (i) information which is generally available in to the public domain, without any action or involvement by Executive or (ii) information independently obtained by the Executive from a third persons party on a non-confidential and authorized basis. Notwithstanding anything in this Section 12 to the contrary, Executive may disclose Confidential Information: (other than employees of the Company or its affiliates1) not under agreement to maintain the confidentiality of the same as set forth in Section 11; and (iii2) information which to the extent it is required to be disclosed by law or legal processpursuant to judicial process or administrative subpoena. To the extent that Confidential Information is required to be disclosed by law or pursuant to judicial process or administrative subpoena, Executive shall first give written notice to the Company and reasonably cooperate with the Company to obtain a protective order or other measures preserving the confidential treatment of such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes required by law or pursuant to judicial process or administrative subpoena, except as provided in Section 11 and subject to Section 12(e).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 10 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 11(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil or common law not criminal investigative demand or similar process) to disclose or to make personal use of the any Confidential Information or trade secrets. from exercising any legally protected whistleblower rights (cincluding under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 10. Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents (including any email or other electronic correspondence) prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information, except as provided in Section 10. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c11(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 10 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned, created or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 11(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil or common law not criminal investigative demand or similar process) to disclose or to make personal use of the any Confidential Information or trade secretsfrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 10. Executive may also provide Confidential Information to Executive’s legal or financial advisors so long as such persons agree to abide by the terms of this Section 11. (c) Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents (including any email or other electronic correspondence) prepared by the Executive or for the Executive's use ’s use, or which are otherwise in Executive’s possession or control, containing or reflecting any Confidential Information, except as provided in Section 10. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c11(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyCompany and its subsidiaries, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, work in progress, drawings, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other know-how, trade secrets, inventions, concepts, ideas, materials, or information developed, prepared or performed for or by the Company or its subsidiaries (in each case, including any email or other information of similar characterelectronic correspondence). For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 shall not extend to information that Executive can demonstrate with competent evidence is (i) information which is generally available in to the public domain)or within the Company’s industry) without any action or involvement by Executive, (ii) information independently obtained by the Executive from a third persons (other than employees of the Company party on a non-confidential and authorized basis, or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which was known to Executive prior to engagement with the Company. Notwithstanding anything in this Section 11 to the contrary, Executive may disclose Confidential Information: (1) as set forth in Section 10; and (2) to the extent it is required to be disclosed by law or legal processpursuant to judicial process or administrative subpoena or as reasonably necessary pursuant to any litigation or arbitration between Executive and the Company. To the extent that Confidential Information is required to be disclosed by law, governmental investigation or pursuant to judicial process or administrative subpoena, Executive shall, to the extent legally permitted, first give written notice to the Company and reasonably cooperate with the Company (at the Company’s expense) to obtain a protective order or other measures preserving the confidential treatment of such Confidential Information and requiring that the information or documents so disclosed be used only for the purposes required by law, governmental investigation or pursuant to judicial process or administrative subpoena, except as provided in Section 10 and subject to Section 11(e).

Records and Confidential Data. (a) The Executive acknowledges that that, in connection with the performance of his duties during the term of this Agreement, the Company and its subsidiaries will make available to the Executive, or and/or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its subsidiaries. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive obtained through or in connection with his ownership of equity interests in, or services as a director of, the Executive's stock ownership in and employment by the Company prior to the date hereof) Company), whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its subsidiaries. (b) The Executive shall keep all Confidential Information shall be kept confidential and will by the Executive, shall not use such Confidential Information be used in any manner which is detrimental to the Company or any of its subsidiaries, shall not be used other than in connection with the Executive's ’s discharge of his duties hereunder. The , and shall be safeguarded by the Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the first to occur of the termination of this Agreement or the Executive's ’s termination hereunder, as soon as possible after the Company's ’s written request, the Executive will shall return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy shall return all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying letter stating that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c8(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the Company, Company and/or its subsidiaries including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchclient lists, client mailing lists, medical, psychological, academic and other records and reports, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information prepared for performed for or by the Company and/or any of similar characterits subsidiaries. For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 8 shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal processprocess (after giving the Company prior written notice thereof and an opportunity to contest such disclosure).

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his her duties during the term of this Agreement, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the Company. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his her employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive shall keep all Confidential Information confidential and will not use such Confidential Information other than in connection with the Executive's ’s discharge of his her duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's ’s duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's ’s termination hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which that has been provided to the Executive Executive, and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's ’s marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's ’s obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which that is required to be disclosed by law or legal processprocess (provided that the Executive give the Company notice of such disclosure requirement and cooperate with the Company in connection with any action by the Company to seek a protective order or confidential treatment for such information).

Records and Confidential Data. (a) The Executive Employee acknowledges that that, in connection with the performance of his duties during the term of this Agreement, the Company and its affiliates will make available to the ExecutiveEmployee, or the Executive and/or Employee will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive Employee during the course of his employment by the Company or otherwise (including, without limitation, information that the Executive Employee obtained through or in connection with his ownership of equity interests in, or services as a director of, the Executive's stock ownership in and employment by the Company prior to the date hereof) Company), whether developed by the Executive Employee alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its affiliates. (b) The Executive shall keep all Confidential Information shall be kept confidential and will by Employee, shall not use such Confidential Information be used in any manner which is detrimental to the Company or any of its affiliates, shall not be used other than in connection with the ExecutiveEmployee's discharge of his duties hereunder. The Executive will safeguard the Confidential Information , and shall be safeguarded by Employee from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executivefirst to occur of the termination of this Agreement or Employee's termination hereunder, as soon as possible after the Company's written request, the Executive will Employee shall return to the Company all written Confidential Information which has been provided to the Executive Employee and the Executive will Employee shall destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive Employee or for the ExecutiveEmployee's use containing or reflecting any Confidential Information. Within ten five (105) business days of the receipt of such request by the ExecutiveEmployee, the Executive Employee shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c8(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyCompany and/or its affiliates, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchclient lists, client mailing lists, medical, psychological, academic and other records and reports, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information prepared for performed for or by the Company and/or any of similar characterits affiliates. For purposes of this Agreement, the Confidential Information shall not include and the ExecutiveEmployee's obligations under this Section 7 8 shall not extend to (i) information which is generally available in to the public domainwithout undue expense or effort, (ii) information obtained by the Executive Employee from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal processprocess (after giving the Company prior written notice thereof and an opportunity to contest such disclosure). Without in any way limiting the foregoing, "Confidential Information" also includes all information relating to any options or other awards granted to Employee, pursuant to the Stock Plan or otherwise, including the amount of any such award, the exercise price and the rate of vesting thereof.

Records and Confidential Data. (a) The Executive acknowledges that in connection with the performance of his Executive’s duties during the term of this AgreementEmployment Term, the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information disclosed to, or learned or obtained by the by, Executive during the course of his Executive’s employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the sole and exclusive property of the CompanyCompany and its affiliates and Executive hereby assigns to the Company any and all right, title and interest Executive may have or acquire in and to such Confidential Information. (b) The Executive shall keep all Except as provided in Section 10 hereof, the Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's ’s discharge of his Executive’s duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended Executive acknowledges and agrees that the confidentiality restrictions set forth herein shall apply to any and all Confidential Information disclosed to, and does not limit or learned or obtained by, Executive, whether before, on or after the date hereof. For the avoidance of doubt, nothing in any waythis Section 11(b) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil or common law not criminal investigative demand or similar process) to disclose or to make personal use of the any Confidential Information or trade secretsfrom exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended) as set forth in Section 10. (c) Following the termination of Executive's termination ’s employment hereunder, as soon as possible after the Company's ’s written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will return or destroy (or cooperate with any reasonable Company requested process to return or destroy) all copies of any analyses, compilations, studies or other documents (including any email or other electronic correspondence) prepared by the Executive or for the Executive's ’s use containing or reflecting any Confidential Information, except as provided in Section 10. Within ten five (105) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c11(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean all confidential and proprietary information of the Company, including, without limitation, the Company's marketing strategies, pricing policies or characteristics, customers and customer information, product or product specifications, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studies, research, reports, investigations, public relations methods, or other information of similar character. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 shall not extend to (i) information which is available in the public domain, (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal process.“

Records and Confidential Data. Proprietary Inventions. (a) The Executive acknowledges that in connection with the performance of his duties during the term Term of this Agreement, Agreement the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its affiliates. (b) The Executive shall keep all Confidential Information will be kept confidential and by the Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's discharge of his duties hereunder. The , and will be safeguarded by the Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's termination hereunder, as soon as possible after the Company's written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyCompany and its affiliates that has been created, discovered or developed or has otherwise become known to the Company (including, without limitation, information created, discovered, developed or made known by or to the Executive during the period of or arising out of his employment hereunder), or in which property rights have been assigned or otherwise conveyed to the Company's marketing strategies, pricing policies or characteristicswhich information has commercial value in the business in which the Company is engaged; by way of illustration and not by limitation, customers and customer informationConfidential Information includes information derived from reports, product or product specificationsinvestigations, experiments, research, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsshareholder lists, investigationsclient mailing lists, public relations methodssupplier lists, financial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information of similar characterprepared or performed for or by the Company or its affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 obligation's shall not extend to (i) information which is or becomes, without violation by the Executive of this Agreement, generally available in to the public domain, and (ii) information obtained by the Executive from third persons (other than employees pursuant to or in connection with this employment. Notwithstanding the foregoing, if the Executive is required by law or legal process to disclose the Confidential Information, the Executive shall provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 10. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, the Executive is nonetheless, in the opinion of counsel, legally compelled to disclose the Confidential Information, the Executive may, without liability hereunder, disclose only that portion of the Company or its affiliates) not under agreement Confidential Information which such counsel advises is legally required to maintain be disclosed, provided, however, that the Executive exercise reasonable efforts to preserve the confidentiality of the same and (iii) information which is required Confidential Information, including without limitation, cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be disclosed by law or legal processaccorded the Confidential Information.

Records and Confidential Data. (a) The Executive Employee acknowledges that that, in connection with the performance of his duties during the term of this Agreementhereunder, the Company Employer and its Affiliates will make available to the ExecutiveEmployee, or the Executive and/or Employee will have access to, certain Confidential Information (as defined below) of the CompanyEmployer and its Affiliates. The Executive Employee acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive Employee during the course of his employment by the Company Employer or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive Employee alone or in conjunction with others or otherwise, shall be and is the property of the Company. (b) The Executive Employer and its Affiliates. Employee shall keep all Confidential Information confidential and will shall not use such any Confidential Information in any manner other than in connection with the ExecutiveEmployee's discharge of his duties hereunder. The Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (cb) Following the Executivefirst to occur of the termination of Employee's termination employment hereunder, or as soon as reasonably possible after the CompanyEmployer's written request, the Executive will Employee shall return to the Company Employer all written Confidential Information which has been provided to Employee and, only to the Executive and the Executive will extent not prohibited by law, Employee shall destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive Employee or for the ExecutiveEmployee's use containing or reflecting any Confidential Information. Within ten five (105) business days of the after receipt of such request by the ExecutiveEmployee, the Executive Employee shall, upon written request of the CompanyEmployer, deliver to the Company Employer a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c3.1(b). (dc) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyEmployer and/or its Affiliates, including, without limitation, the Company's marketing strategiesconfidential and proprietary information that is derived from or regarding reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, trade secrets, work in progress, web site drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, requests for proposals, bids, codes, marketing studiesand sales programs, researchacquisition targets or strategies, reportsinformation regarding subscribers or web site viewers, investigationsclient lists, public relations methodsclient mailing lists, supplier lists, financial projections, cost summaries, payor information, pricing formulae, marketing studies relating to prospective business opportunities and all other confidential and proprietary materials or other information prepared for or by Employer and/or any of similar characterits Affiliates. For purposes of this Agreement, the Confidential Information shall not include and the ExecutiveEmployee's obligations under this Section 7 3.1 shall not extend to (i) information which is generally available in to the public domain, or (ii) information obtained by the Executive from third persons (other than employees of the Company or its affiliates) not under agreement to maintain the confidentiality of the same and (iii) information which is required to be disclosed by law or legal processprocess (after giving Employer prior written notice thereof and an opportunity to contest such disclosure to the extent reasonably practicable).

Records and Confidential Data. In consideration of the Restricted Stock Units issued to you pursuant to this Agreement, you agree to be bound by the covenant of confidentiality set forth in this Section 7. (a) The Executive acknowledges You acknowledge that in connection with the performance of his duties during the term of this Agreementyour duties, the Company will make available to the Executiveyou, or the Executive you will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges You acknowledge and agrees agree that any and all Confidential Information you learned or obtained by the Executive during the course of his your employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive you alone or in conjunction with others or otherwise, shall be and is the sole property of the CompanyCompany and its affiliates. (b) The Executive shall keep all Except to the extent required to be disclosed at law or pursuant to judicial process or administrative subpoena, the Confidential Information will be kept confidential and by you, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's discharge of his your duties hereunder. The Executive to the Company and its affiliates, and will safeguard the Confidential Information be safeguarded by you from unauthorized disclosure. This covenant is not intended toFor the avoidance of doubt, and does not limit nothing in any waythis Section 7(b) shall prevent you from complying with a valid legal requirement (whether by oral questions, any of the Executive's duties interrogatories, requests for information or obligations to the Company under statutory documents, subpoena, civil investigative demand or common law not similar process) to disclose or to make personal use of the any Confidential Information or trade secretsfrom exercising any legally protected whistleblower rights (including under Rule 21F under the Exchange Act). (c) Following the Executive's termination hereunderof your employment, as soon as possible after the Company's written request, the Executive you will return to the Company all written Confidential Information which has been provided to the Executive you and the Executive you will return or destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive you or for the Executive's your use containing or reflecting any Confidential Information. Within ten five (105) business days of the receipt termination of such request by the Executiveyour employment, the Executive shall, upon written request of the Company, you shall deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" “Confidential Information” shall mean all confidential and proprietary information of the CompanyCompany and its affiliates, including, without limitation, the Company's marketing strategiesinformation derived from reports, pricing policies or characteristicsinvestigations, customers and customer informationexperiments, product or product specificationsresearch, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information of similar characterprepared or performed for or by the Company or its affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 your obligation shall not extend to (i) information which is generally available in to the public domainpublic, (ii) information obtained by the Executive from third persons (you other than employees of the Company pursuant to or its affiliates) not under agreement to maintain the confidentiality of the same in connection with your employment and (iii) information which is required to be disclosed by law or legal process.

Records and Confidential Data. Proprietary Inventions. (a) The Executive acknowledges that in connection with the performance of his duties during the term Term of this Agreement, Agreement the Company will make available to the Executive, or the Executive will have access to, certain Confidential Information (as defined below) of the CompanyCompany and its affiliates. The Executive acknowledges and agrees that any and all Confidential Information learned or obtained by the Executive during the course of his employment by the Company or otherwise (includingotherwise, without limitation, information that the Executive obtained through or in connection with the Executive's stock ownership in and employment by the Company prior to the date hereof) whether developed by the Executive alone or in conjunction with others or otherwise, shall be and is the property of the CompanyCompany and its affiliates. (b) The Executive shall keep all Confidential Information will be kept confidential and by Executive, will not use such Confidential Information be used in any manner which is detrimental to the Company, will not be used other than in connection with the Executive's discharge of his duties hereunder. The , and will be safeguarded by Executive will safeguard the Confidential Information from unauthorized disclosure. This covenant is not intended to, and does not limit in any way, any of the Executive's duties or obligations to the Company under statutory or common law not to disclose or to make personal use of the Confidential Information or trade secrets. (c) Following the Executive's termination hereunder, as soon as possible after the Company's written request, the Executive will return to the Company all written Confidential Information which has been provided to the Executive and the Executive will destroy all copies of any analyses, compilations, studies or other documents prepared by the Executive or for the Executive's use containing or reflecting any Confidential Information. Within ten (10) business days of the receipt of such request by the Executive, the Executive shall, upon written request of the Company, deliver to the Company a notarized document certifying that such written Confidential Information has been returned or destroyed in accordance with this Section 7(c). (d) For the purposes of this Agreement, "CONFIDENTIAL INFORMATIONConfidential Information" shall mean all confidential and proprietary information of the CompanyCompany and its affiliates that has been created, discovered or developed or has otherwise become known to the Company (including, without limitation, information created, discovered, developed or made known by or to Executive during the period of or arising out of his employment hereunder) or in which property rights have been assigned or otherwise conveyed to the Company's marketing strategies, pricing policies or characteristicswhich information has commercial value in the business in which the Company is engaged; by way of illustration and not by limitation, customers and customer informationConfidential Information includes information derived from reports, product or product specificationsinvestigations, experiments, research, work in progress, drawing, designs, software systems, cost of equipment, customer lists, business or business prospects, plans, proposals, codes, marketing studiesand sales programs, researchclient lists, reportsclient mailing lists, investigationssupplier lists, public relations methodsfinancial projections, cost summaries, pricing formula, marketing studies relating to prospective business opportunities and all other concepts, ideas, materials, or other information of similar characterprepared or performed for or by the Company or its affiliates. For purposes of this Agreement, the Confidential Information shall not include and the Executive's obligations under this Section 7 obligation's shall not extend to (i) information which is or becomes, without violation by Executive of this Agreement, generally available in to the public domain, and (ii) information obtained by the Executive from third persons (other than employees pursuant to or in connection with this employment. Notwithstanding the foregoing, if Executive is required by law or legal process to disclose the Confidential Information, Executive shall provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with this Section 11. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Executive is nonetheless, in the opinion of counsel, legally compelled to disclose the Confidential Information, Executive may, without liability hereunder, disclose only that portion of the Company or its affiliates) not under agreement Confidential Information which such counsel advises is legally required to maintain be disclosed, provided, however, that Executive exercise reasonable efforts to preserve the confidentiality of the same and (iii) information which is required Confidential Information, including without limitation, cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be disclosed by law or legal processaccorded the Confidential Information.