Common use of Restriction on Disclosure and Use of Confidential Information Clause in Contracts

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than EmployerCompany, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employerthe Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and Notwithstanding anything herein in the foregoing to the contrary notwithstandingcontrary, in accordance with the Defend Trade Secrets Act of 2016, Executive is hereby given notice that Executive shall will not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret if it was disclosed: (as defined by 18 U.S.C. § 18391) to any government official or attorney in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely indirectly for the sole purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 18392) in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made filed under seal; or (3) to an attorney or used in a court proceeding in a retaliation lawsuit if any document containing a trade secret is filed under seal and is not disclosed except pursuant to court order.

Restriction on Disclosure and Use of Confidential Information. Executive Employee agrees that Executive Employee shall not, directly or indirectly, use any Confidential Information on ExecutiveEmployee’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Employee further agrees to that Employee shall fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Employee shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report Employee; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Employee shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive Employee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for ; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than EmployerCompany, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that Executive shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal or governmental process; provided, however, that in the event such disclosure is required by law, Executive shall shall, to the extent legally permitted, provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive may also disclose Confidential Information to the extent reasonably appropriate in the course of any litigation between Executive and the Company or any of its affiliates, provided that Executive shall make reasonable efforts to file any documents containing Confidential Information under seal (including without limitation seeking leave of court to file such documents under seal) and shall only file such documents in the public record if such reasonable efforts to file under seal are unsuccessful.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive Any Nortel Company Proprietary Information provided or made available by any Nortel Company to Flextronics and any Flextronics Proprietary Information provided or made available by Flextronics to Nortel Networks shall notbe deemed for the purposes of this Agreement to be “Confidential Information” of the person disclosing (“discloser”) such information to another person (“recipient”), directly except if such information disclosed to recipient is (a) in or indirectly, use any Confidential Information on Executive’s own behalf or on behalf becomes part of the public domain through no fault of recipient; (b) disclosed to recipient by a third party without breach of any Person obligation or other than Employer, or reveal, divulge, or disclose any Confidential Information restriction; (c) known to recipient at the time of disclosure and has been so documented prior to receipt thereof; (d) independently developed by recipient without access to any Person not expressly authorized information furnished to it by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information discloser and has been or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information is so documented; or (e) disclosed by recipient to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed pursuant to any applicable law or order, decree or directive of any competent judicial, legislative or regulatory body or authority, provided that the recipient shall have provided prior notice to discloser of such requirement and an opportunity for discloser to take action to contest or attempt to prohibit or limit such disclosure as permitted by law and such information shall continue to be Confidential Information for the purposes hereof to the extent disclosure is prohibited or limited by law. All Confidential Information shall be owned and remain the sole and exclusive property of discloser, court orderand all rights to Confidential Information made available to recipient by discloser shall be held in trust by recipient for the exclusive benefit of discloser. All Confidential Information of discloser shall be held in confidence by recipient and, if in a form of any physical media of any kind, returned by recipient upon request of discloser. Recipient shall not (i) reproduce the Confidential Information of discloser without the written consent of discloser or (ii) use the Confidential Information for any purpose other valid than the performance by recipient of its obligations under this Agreement. Each Nortel Company and appropriate legal process; providedFlextronics shall cause each of their respective employees, howeverconsultants, agents and representatives who shall have access to Confidential Information to sign a written agreement setting forth confidentiality obligations of each such employee, consultant, agent and representative, substantially in the form of Exhibits 9-1 and 9-2, which are attached hereto and incorporated herein by reference. Flextronics shall be liable for and shall indemnify NNL and each Nortel Company, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of Flextronics or its employees, consultants, agents and representatives against any losses, claims, costs or expenses arising from the failure of Flextronics or its employees, consultants, agents and representatives, for whatever reason, to execute the form of agreement set out in Exhibit 9 hereof or to comply with the terms thereof, and Nortel Networks shall be liable for and shall indemnify Flextronics, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of each Nortel Network Company or NNL, its respective employees, consultants, agents and representatives for any corresponding failures by Nortel Company to Flextronics in respect of such obligations. Each Party acknowledges that monetary damages may not be adequate in the event such disclosure is required by lawof a default of this Section, Executive and the discloser shall provide Employer with prompt be entitled to injunctive or other affirmative relief and/or to give notice of such requirement so that Employer may seek an appropriate protective order prior default pursuant to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, stateAgreement, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealboth.

Restriction on Disclosure and Use of Confidential Information. Executive Xxxxxxx agrees that Executive Grantee shall not, directly or indirectly, use any Confidential Information on ExecutiveXxxxxxx’s own behalf or on behalf of any Person other than Employerthe Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Xxxxxxx further agrees to fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties Company and Grantee acknowledge and agree that this Agreement Award Certificate is not intended to, and does not, alter either Employerthe Company’s rights or ExecutiveGrantee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Grantee shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Grantee shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by ExecutiveGrantee. Executive Grantee understands and acknowledges that nothing in this section limits ExecutiveGrantee’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by ExecutiveXxxxxxx, on ExecutiveGrantee’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Grantee shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive Grantee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive Grantee is hereby given notice that Executive Grantee shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employerthe Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; : provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; or (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and Notwithstanding anything herein in the foregoing to the contrary notwithstandingcontrary, in accordance with the Defend Trade Secrets Act of 2016, Executive is hereby given notice that Executive shall will not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret if it was disclosed: (as defined by 18 U.S.C. § 18391) to any government official or attorney in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely indirectly for the sole purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 18392) in a complaint or other document filed in a lawsuit or other proceeding, proceeding if such filing is made filed under seal; or (3) to an attorney or used in a court proceeding in a retaliation lawsuit if any document containing a trade secret is filed under seal and is not disclosed except pursuant to court order.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive Any Nortel Company Proprietary Information provided or made available by any Nortel Company to Flextronics and any Flextronics’ Proprietary Information provided or made available by Flextronics to Nortel Networks shall notbe deemed for the purposes of this Agreement to be “Confidential Information” of the person disclosing (“discloser”) such information to another person (“recipient”), directly except if such information disclosed to recipient is (a) in or indirectly, use any Confidential Information on Executive’s own behalf or on behalf becomes part of the public domain through no fault of recipient; (b) disclosed to recipient by a third party without breach of any Person obligation or other than Employer, or reveal, divulge, or disclose any Confidential Information restriction; (c) known to recipient at the time of disclosure and has been so documented prior to receipt thereof; (d) independently developed by recipient without access to any Person not expressly authorized information furnished to it by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information discloser and has been or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information is so documented; or (e) disclosed by recipient to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed pursuant to any applicable law or order, decree or directive of any competent judicial, legislative or regulatory body or authority, provided that the recipient shall have provided prior notice to discloser of such requirement and an opportunity for discloser to take action to contest or attempt to prohibit or limit such disclosure as permitted by law and such information shall continue to be Confidential Information for the purposes hereof to the extent disclosure is prohibited or limited by law. All Confidential Information shall be owned and remain the sole and exclusive property of discloser, court orderand all rights to Confidential Information made available to recipient by discloser shall be held in trust by recipient for the exclusive benefit of discloser. All Confidential Information of discloser shall be held in confidence by recipient and, if in a form of any physical media of any kind, returned by recipient upon request of discloser. Recipient shall not (i) reproduce the Confidential Information of discloser without the written consent of discloser or (ii) use the Confidential Information for any purpose other valid than the performance by recipient of its obligations under this Agreement. Each Nortel Company and appropriate legal process; providedFlextronics shall cause each of their respective employees, howeverconsultants, agents and representatives who shall have access to Confidential Information to sign a written agreement setting forth confidentiality obligations of each such employee, consultant, agent and representative, substantially in the form of Exhibit 6, which Exhibit 6 is attached hereto and incorporated herein by reference. Flextronics shall be liable for and shall indemnify Nortel Networks and each Nortel Company, its officers, directors, employees, subcontractors, and agents against any losses, claims, costs or expenses arising from the failure of Flextronics, its respective employees, consultants, agents and representatives against any losses, claims, costs or expenses arising from the failure of Flextronics or its respective employees, consultants, agents and representatives, for whatever reason, to execute the form of agreement set out in Exhibit 6 or Exhibit 6.1 hereof as applicable or to comply with the terms thereof, and Nortel Networks shall be liable for and shall indemnify Flextronics, its officers, directors, employees, subcontractors, and agents against any losses, claims, costs or expenses arising from the failure of each of Nortel Network Company or Nortel Networks, its respective employees, consultants, agents and representatives for any corresponding failures by Nortel Company to Flextronics in respect of such obligations. Each Party acknowledges that monetary damages may not be adequate in the event such disclosure is required by lawof a default of this Section, Executive and the discloser shall provide Employer with prompt be entitled to injunctive or other affirmative relief and/or to give notice of such requirement so that Employer may seek an appropriate protective order prior default pursuant to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, stateAgreement, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealboth.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than EmployerCompany, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation Executive understands and agrees that this restriction shall continue to apply after the termination of Executive’s employment for any reason, and shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not LEGAL02/43757235v4 intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive Any Nortel Company Proprietary Information provided or made available by any Nortel Company to any Flextronics Company and any Flextronics Proprietary Information provided or made available by Flextronics to Nortel Networks shall notbe deemed for the purposes of this Agreement to be “Confidential Information” of the person disclosing (“discloser”) such information to another person (“recipient”), directly except if such information disclosed to recipient is (a) in or indirectly, use any Confidential Information on Executive’s own behalf or on behalf becomes part of the public domain through no fault of recipient; (b) disclosed to recipient by a third party without breach of any Person obligation or other than Employer, or reveal, divulge, or disclose any Confidential Information restriction; (c) known to recipient at the time of disclosure and has been so documented prior to receipt thereof; (d) independently developed by recipient without access to any Person not expressly authorized information furnished to it by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information discloser and has been or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information is so documented; or (e) disclosed by recipient to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed pursuant to any applicable law or order, decree or directive of any competent judicial, legislative or regulatory body or authority, provided that the recipient shall have provided prior notice to discloser of such requirement and an opportunity for discloser to take action to contest or attempt to prohibit or limit such disclosure as permitted by law and such information shall continue to be Confidential Information for the purposes hereof to the extent disclosure is prohibited or limited by law. All Confidential Information shall be owned and remain the sole and exclusive property of discloser, court orderand all rights to Confidential Information made available to recipient by discloser shall be held in trust by recipient for the exclusive benefit of discloser. All Confidential Information of discloser shall be held in confidence by recipient and, if in a form of any physical media of any kind, returned by recipient upon request of discloser. Recipient shall not (i) reproduce the Confidential Information of discloser without the written consent of discloser or (ii) use the Confidential Information for any purpose other valid than the performance by recipient of its obligations under this Agreement. Each Nortel Company and appropriate legal process; providedFlextronics Company shall cause each of their respective employees, howeverconsultants, agents and representatives who shall have access to Confidential Information to sign a written agreement setting forth confidentiality obligations of each such employee, consultant, agent and representative, substantially in the form of Exhibits 18-1 and 18-2 respectively, which Exhibits 18-1 and 18-2 are attached hereto and incorporated herein by reference. Flextronics shall be liable for and shall indemnify each NNL and each Nortel Company, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of each of Flextronics Company or Flextronics, its respective employees, consultants, agents and representatives against any losses, claims, costs or expenses arising from the failure of each Flextronics Company or its respective employees, consultants, agents and representatives, for whatever reason, to execute the form of agreement set out in Exhibit 18 hereof or to comply with the terms thereof, and Nortel Networks shall be liable for and shall indemnify Flextronics or Flextronics Company, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of each of Nortel Network Company or NNL, its respective employees, consultants, agents and representatives for any corresponding failures by Nortel Company to Flextronics in respect of such obligations. Each Party acknowledges that monetary damages may not be adequate in the event such disclosure is required by lawof a default of this Section, Executive and the discloser shall provide Employer with prompt be entitled to injunctive or other affirmative relief and/or to give notice of such requirement so that Employer may seek an appropriate protective order prior default pursuant to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, stateAgreement, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealboth.

Restriction on Disclosure and Use of Confidential Information. Executive Grantee agrees that Executive Grantee shall not, directly or indirectly, use any Confidential Information on ExecutiveGrantee’s own behalf or on behalf of any Person other than Employerthe Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Grantee further agrees to fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties Company and Grantee acknowledge and agree that this Agreement Award Certificate is not intended to, and does not, alter either Employerthe Company’s rights or ExecutiveGrantee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Grantee shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Grantee shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by ExecutiveGrantee. Executive Grantee understands and acknowledges that nothing in this section limits ExecutiveGrantee’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by ExecutiveGrantee, on ExecutiveGrantee’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Grantee shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive Grantee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive Grantee is hereby given notice that Executive Grantee shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive Employee agrees that Executive Employee shall not, directly or indirectly, use any Confidential Information on ExecutiveEmployee’s own behalf or on behalf of any Person other than EmployerCompany Group, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Employee further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Employee shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report Employee; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Employee shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive Employee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for ; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined LEGAL02/43756821v3 by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive Any Nortel Company Proprietary Information provided or made available by any Nortel Company to any Flextronics Company and any Flextronics Proprietary Information provided or made available by Flextronics to Nortel Networks shall notbe deemed for the purposes of this Agreement to be “Confidential Information” of the person disclosing (“discloser”) such information to another person (“recipient”), directly except if such information disclosed to recipient is (a) in or indirectly, use any Confidential Information on Executive’s own behalf or on behalf becomes part of the public domain through no fault of recipient; (b) disclosed to recipient by a third party without breach of any Person obligation or other than Employer, or reveal, divulge, or disclose any Confidential Information restriction; (c) known to recipient at the time of disclosure and has been so documented prior to receipt thereof; (d) independently developed by recipient without access to any Person not expressly authorized information furnished to it by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information discloser and has been or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information is so documented; or (e) disclosed by recipient to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed pursuant to any applicable law or order, decree or directive of any competent judicial, legislative or regulatory body or authority, provided that the recipient shall have provided prior notice to discloser of such requirement and an opportunity for discloser to take action to contest or attempt to prohibit or limit such disclosure as permitted by law and such information shall continue to be Confidential Information for the purposes hereof to the extent disclosure is prohibited or limited by law. All Confidential Information shall be owned and remain the sole and exclusive property of discloser, court orderand all rights to Confidential Information made available to recipient by discloser shall be held in trust by recipient for the exclusive benefit of discloser. All Confidential Information of discloser shall be held in confidence by recipient and, if in a form of any physical media of any kind, returned by recipient upon request of discloser. Recipient shall not (i) reproduce the Confidential Information of discloser without the written consent of discloser or (ii) use the Confidential Information for any purpose other valid than the performance by recipient of its obligations under this Agreement. Each Nortel Company and appropriate legal process; providedFlextronics Company shall cause each of their respective employees, howeverconsultants, agents and representatives who shall have access to Confidential Information to sign a written agreement setting forth confidentiality obligations of each such employee, consultant, agent and representative, substantially in the form of Exhibits 18-1 and 18-2 respectively, which Exhibits 18-1 and 18-2 are attached hereto and incorporated herein by reference. Flextronics shall be liable for and shall indemnify each NNL and each Nortel Company, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of each of Flextronics Company or Flextronics, its respective employees, consultants, agents and representatives against any losses, claims, costs or expenses arising from the failure of each Flextronics Company or its respective employees, consultants, agents and representatives, for whatever reason, to execute the form of agreement set out in Exhibit 18 hereof or to comply with the terms thereof, and Nortel Networks shall be liable for and shall indemnify Flextronics or Flextronics Company, its officers, directors, employees, subcontractors, agents against any losses, claims, costs or expenses arising from the failure of each of Nortel Network Company or NNL, its respective employees, consultants, agents and representatives for any corresponding failures by Nortel Company to Flextronics in respect of such obligations. Each Party acknowledges that monetary damages may not be adequate in the event such disclosure is required by lawof a default of this Section, Executive and the discloser shall provide Employer with prompt be entitled to injunctive or other affirmative relief and/or to give notice of such requirement so that Employer may seek an appropriate protective order prior default pursuant to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, stateAgreement, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealboth.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the LEGAL02/43780275v2 contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive Xxxxxxx agrees that Executive Grantee shall not, directly or indirectly, use any Confidential Information on ExecutiveXxxxxxx’s own behalf or on behalf of any Person other than Employerthe Company, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Xxxxxxx further agrees to fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties Company and Grantee acknowledge and agree that this Agreement Award Certificate is not intended to, and does not, alter either Employerthe Company’s rights or ExecutiveGrantee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Grantee shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Grantee shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by ExecutiveGrantee. Executive Grantee understands and acknowledges that nothing in this section limits ExecutiveGrantee’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by ExecutiveXxxxxxx, on ExecutiveGrantee’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Grantee shall not need the prior LEGAL02/44111653v2 authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive Grantee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive Grantee is hereby given notice that Executive Grantee shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Each Executive understands and agrees that the Confidential Information constitutes a valuable asset of SourceOne and its affiliated entities, and may not be converted to Executives' own use. Accordingly, each Executive hereby agrees that Executive shall not, directly or indirectly, use at any Confidential Information on Executive’s own behalf time during or on behalf of any Person other than Employer, or after the Restricted Period reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such SourceOne any Confidential Information. This obligation , and shall remain in effect for as long as not, directly or indirectly, at any time during the information Restricted Period use or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the make use of any Confidential Information to the extent permitted by lawin connection with any business activity other than that of SourceOne, ePlus or their Subsidiaries and Affiliates. The Parties parties acknowledge and agree that this Agreement Section 8.14 is not intended to, and does not, alter either Employer’s SourceOne's rights or either Executive’s 's obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Executives shall not be restricted from disclosing or using Confidential Information that: (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive in violation of this Agreement; (b) becomes available to either Executive in a manner that is not in contravention of applicable law from a source (other than ePlus, SourceOne or their affiliated entities or one of their officers, employees, agents or representatives) that is not bound by a confidential relationship with ePlus, SourceOne or their affiliated entities or by a confidentiality or other similar agreement; (c) was known or becomes known to either Executive on a non-confidential basis from a person (other than SourceOne or its affiliated entities or one of its or their officers, employees, agents or representatives) who has no obligation (pursuant to applicable law or a confidentiality or other similar agreement) to keep such information that confidential before its disclosure to either Executive; or (d) is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure by either Executive is required by law, such Executive shall provide Employer SourceOne with prompt notice of such requirement so that Employer SourceOne may seek an appropriate protective order prior to any such required disclosure by such Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive Employee agrees that Executive Employee shall not, directly or indirectly, use any Confidential Information on ExecutiveEmployee’s own behalf or on behalf of any Person other than EmployerCBS, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer CBS to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Employee further agrees to that she shall fully cooperate with Employer CBS in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either EmployerCBS’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Employee shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide Employer CBS with prompt notice of such requirement so that Employer CBS may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report Employee; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive Employee shall not need the prior authorization of Employer the CBS to make any such reports or disclosures and shall not be required to notify Employer the CBS that Executive Employee has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for ; (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or LEGAL02/43756997v5 disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employerthe Company or its affiliates, or reveal, divulge, divulge or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that that, in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands For the avoidance of doubt, Executive’s obligations under this Section 7(c) shall survive any termination of this Agreement and acknowledges that nothing Executive’s employment hereunder. Nothing in this section limits Executive’s ability to report possible violations of federal, stateAgreement or elsewhere shall prevent Executive from: (i) cooperating with, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in participating in, any investigation or proceeding that may be conducted by any government agencies governmental agency; (ii) making truthful statements or disclosing documents and information: (x) to the extent reasonably necessary in connection with any charge litigation, arbitration or complaintother proceeding involving his rights or obligations under this Agreement or otherwise; or (y) when required by law, whether filed by Executive, on Executive’s behalf, legal process or by any other individual; court, arbitrator, mediator or legislative body (including any committee thereof) with actual or apparent jurisdiction to order him to make such statements or to disclose or make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulationaccessible such documents and information; (iii) retaining, and Executive shall using appropriately (e.g., not need the prior authorization of Employer in connection with violating any non-competition or non-solicitation restriction): (x) documents and information relating to make any such reports or disclosures his personal rights and shall not be required to notify Employer that Executive has made such reports or disclosures. In additionobligations; and (y) his rolodex (and electronic equivalents); (iv) disclosing his post-employment restrictions and obligations, and anything herein any restrictions on his right to terminate his employment with the contrary notwithstandingCompany, Executive is hereby given notice that Executive shall not be criminally in confidence, in connection with any potential new employment or civilly liable under any federal or state trade secret law for business venture; (v) disclosing a trade secret (as defined by 18 U.S.C. § 1839) documents and information in confidence to a federalhis attorney(s), statefinancial advisor(s), or local government official, either directly or indirectly, or to an attorney, in either event solely tax preparer(s) and other professional(s) for the purpose of reporting securing professional advice; (vi) using and disclosing documents and information at the request of the Company or investigating a suspected violation of lawits attorneys and agents; or (vii) using and disclosing a trade secret (as defined by 18 U.S.C. § 1839) documents and information in a complaint connection with the good faith performance of his duties for the Company or other document filed in a lawsuit or other proceeding, if such filing is made under sealany of its affiliates.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than EmployerCompany, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation Executive understands and agrees that this restriction shall continue to apply after the termination of Executive’s employment for any reason, and shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to that Executive shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.of

Restriction on Disclosure and Use of Confidential Information. Executive Employee agrees that Executive that, for a period of five (5) years following the Termination Date, he shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, use, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such the Company any Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive Employee further agrees to that he shall fully cooperate with Employer the Company in maintaining the confidential nature of the Confidential Information to the extent permitted by law. The Parties Company shall reimburse Employee for any reasonable expenses incurred in maintaining the confidential nature of the Confidential Information, so long as such expenses are approved in advance by the Company. Any such reimbursable expenses shall be paid by the Company to Employee within thirty (30) days of receipt by the Company of appropriate documentation therefor, but not later than the last day of Employee’s taxable year following the taxable year in which the expense was incurred. The expenses paid by the Company during any taxable year of Employee will not affect the expenses paid by the Company to Employee in another taxable year. Employee’s right to reimbursement of such expenses is not subject to liquidation or exchange for another benefit. The parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or ExecutiveEmployee’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive Employee shall not be restricted from disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive Employee shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under sealEmployee.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than EmployerCompany, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer the Company to receive such Confidential Information. This obligation shall remain in effect for as long as until the earlier of (i) the information or materials in question retain their status are no longer Confidential Information as Confidential Informationdefined herein, or (ii) five (5) years from the Effective Date. Executive further agrees to that he shall fully cooperate with Employer the Company in maintaining the Confidential Information to the extent permitted by law. The Parties parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employerthe Company’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from from: (i) disclosing information that is required to be disclosed by law, court order, order or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer the Company with prompt notice of such requirement so that Employer the Company may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report ; (ii) reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer the Company to make any such reports or disclosures and shall not be required to notify Employer the Company that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for for: (iii) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any LEGAL02/43756812v5 state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive LEGAL02/43757576v4 further agrees to fully cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties Patties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Restriction on Disclosure and Use of Confidential Information. Executive agrees that Executive shall not, directly or indirectly, use any Confidential Information on Executive’s ’ s own behalf or on behalf of any Person other than Employer, or reveal, divulge, or disclose any Confidential Information to any Person not expressly authorized by Employer to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Executive further agrees to fully frilly cooperate with Employer in maintaining the Confidential Information to the extent permitted by law. The Parties acknowledge and agree that this Agreement is not intended to, and does not, alter either Employer’s rights lights or Executive’s obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices. Anything herein to the contrary notwithstanding, Executive shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Executive shall provide Employer with prompt notice of such requirement so that Employer may seek an appropriate protective order prior to any such required disclosure by Executive. Executive understands and acknowledges that nothing in this section limits Executive’s ability to report possible violations of federal, state, or local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by Executive, on Executive’s behalf, or by any other individual; or to make other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, Executive is hereby given notice that Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § U.S .C. 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.