Common use of Trade Secrets and Confidential Information Clause in Contracts

Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this sub-section shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing Employ ee’s Duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and (ii) You are he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; (ii) or during Your his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this sub-section subsection 15.a shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other partyperson or entity. You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon the termination of Your resignation or termination employment for any reason (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. The obligations under this sub-section Section 4A shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s 's Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s 's written consent. The obligations under this sub-section Section 7D(1) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing his duties for the duties contemplated by this Agreement Bank or otherwise complying with this Agreement, and (ii) You are he is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (ii) during Your his employment with the CompanyBank, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your Employee’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your Employee’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this sub-section Section 7(a) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company Bank is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Executive represents and warrant warrants that: (ia) You are Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit You Executive from performing the Executive's duties contemplated by this Agreement for Viewlocity or otherwise complying with this Agreement, and (iib) You are Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree . (a) Executive agrees that You Executive will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Viewlocity's Business, except as authorized in writing by the CompanyViewlocity; (ii) during Your Executive's employment with the Company, Viewlocity use, disclose, or reverse engineer (aA) any confidential information or trade secrets of any former employer or third party, or (bB) any works of authorship developed in whole or in part by You Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your Executive's resignation or termination (aA) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your Executive's possession or control, or (bB) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s Viewlocity's written consent. . (b) The obligations under this sub-section Section 7.1 shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. . (c) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company Viewlocity is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing Employee’s Duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and (ii) You are he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; (ii) or during Your his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this sub-section subsection 15.a shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: (i) You are she is not subject to any legal or contractual duty or agreement that would prevent or prohibit You her from performing her duties for the duties contemplated by this Agreement Bank or otherwise complying with this Agreement, and (ii) You are she is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You she will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (ii) during Your her employment with the CompanyBank, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your Employee’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your Employee’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this sub-section Section 7(a) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company Bank is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Executive represents and warrant warrants that: (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing his Duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and (ii) You are he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party, that would adversely affect the performance of his Duties for the Company or otherwise adversely affect his compliance with this Agreement. You agree Executive agrees that You he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s BusinessInformation, except as authorized in writing by the Company; (ii) during Your Executive’s employment with the Company, use, disclose, or reverse engineer (aA) any confidential information or trade secrets of any former employer or third party, or (bB) any works of authorship developed in whole or in part by You Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your Executive’s resignation or termination (aA) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (bB) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this sub-section shall: Section 9(a) shall remain in effect (i) with regard to the Trade Secrets, remain in effect for as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during for a period of five (5) years from the Restricted PeriodTermination Date. The confidentialityAfter termination of Executive’s employment, property, and proprietary rights protections available nothing in this Agreement are will prohibit Executive from using his general skills, knowledge and experience developed in addition to, and not exclusive of, any and all other rights to which positions with the Company is entitled under federal and state lawor other employers, including, but provided that Executive does not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary dutiesuse Trade Secrets or Confidential Information of the Company or its customers or suppliers or retain any tangible copies of such Trade Secrets or Confidential Information or disclose such Trade Secrets or Confidential Information.

Trade Secrets and Confidential Information. (a) You represent and warrant that: : (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information information, owned by any other party. You agree that person or entity. (b) You will not: : (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; ; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), ) which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. . (c) The obligations under this sub-section Agreement shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and ; and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. . (d) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties. (e) Nothing in this Agreement shall be construed to prohibit You from reporting conduct to, providing truthful information to or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. You shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this sub-section Section 6D(1) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this sub-section Section 7D(1) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: : (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing Employee’s Duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and and (ii) You are he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: : (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; nor (ii) during Your his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or nor (iii) upon Your his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (b) nor destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this sub-section subsection 15.a shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: : (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing the Employee’s duties contemplated by and responsibilities under this Agreement or otherwise complying with this Agreement, and and (ii) You are he is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: : (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; nor (ii) during Your his employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or nor (iii) upon Your his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (b) nor destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Employee uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written consentconfidentiality agreement where possible. The obligations under this sub-section § 10(a) shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. (a) You represent and warrant that: : (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and including any duties you may have with respect to soliciting new employees or new customers to the Company; (ii) You are not, and will not be as a result of Your duties with the Company, in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information information, owned by any other party. person or entity; and (iii) You agree have disclosed to the Company a complete list of all prior inventions, discoveries, improvements or works of authorship that You have, alone or jointly with others, conceived, developed or reduced to practice, prior to or since Your employment by Company, whether or not they have been submitted for, or granted, patent, trademark or copyright protection under any applicable law. (b) You will not: : (i) use, disclose, or reverse engineer the Company’s Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; ; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain physical embodiments of the Company’s Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), ) which are in Your possession or control, or (b) destroy, delete, or alter the Company’s Trade Secrets or Confidential Information without the Company’s prior written consent. . (c) The obligations under this sub-section Agreement shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and ; and (ii) with regard to the Confidential Information, remain in effect during for so long as the Restricted Period. information, data, or material remains confidential. (d) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent and warrant that: (ia) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will shall not: (i) use, disclose, reverse engineer, divulge, sell, exchange, furnish, give away, or reverse engineer transfer in any way the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, reverse engineer, divulge, sell, exchange, furnish, give away, or reverse engineer transfer in any way (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain any Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which ) that are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. . (b) The obligations under this sub-section Agreement shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, ; and (ii) with regard to the Confidential Information, remain in effect during for so long as such information constitutes Confidential Information as defined in this Agreement. 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the Restricted Period. “Definitions” set forth in Exhibit A. Exhibit A is incorporated by reference and is included in the definition of “Agreement.” (c) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties. (d) Notwithstanding anything to the contrary set forth in this Agreement, (i) pursuant to the Defend Trade Secrets Act of 2016 (18 U.S.C § 1833(b)(1)), no individual shall be held criminally or civilly liable under federal or state law for the disclosure of a trade secret that: (1) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or

Trade Secrets and Confidential Information. (a) You represent and warrant that: (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information information, owned by any other party. person or entity. (b) You agree that You will shall not: (i) both during and after Your employment with the Company, use, disclose, reverse engineer, divulge, sell, exchange, furnish, give away, or reverse engineer transfer in any way the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (ii) during Your employment with the Company, use, disclose, reverse engineer, divulge, sell, exchange, furnish, give away, or reverse engineer transfer in any way (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), ) which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. . (c) The obligations under this sub-section Agreement shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, ; and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. for so long as such information constitutes Confidential Information as defined in this Agreement. (d) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties. 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” set forth in Exhibit A. Exhibit A is incorporated by reference and is included in the definition of “Agreement.”

Trade Secrets and Confidential Information. (a) You represent and warrant that: : (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information information, owned by any other party. You agree that person or entity. (iii) You will indemnify and hold harmless the Company from any claim, lawsuit, charge, or other allegation arising from any default or breach of the representations and warranties You made in subparagraphs 2(a)(i) and 2(a)(ii) above. (b) You shall not: : (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; ; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), ) which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. . (c) The obligations under this sub-section 2(b), above, shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and ; and (ii) with regard to the Confidential Information, remain in effect during so long as the Restricted Period. information at issue retains its confidential status and is not generally known or available to the public or the Company’s competitors. (d) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. (a) You represent and warrant that: : (i) You are not subject to any legal or contractual duty or agreement that would prevent or prohibit You from performing Your duties for the duties contemplated by this Agreement Company or otherwise complying with this Agreement, and and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information information, owned by any other party. You agree that person or entity. (b) You will not: : (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; ; (ii) during Your employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any other party, unless authorized in writing by the former employer or third party; or or (iii) upon the termination of Your resignation or termination employment for any reason, (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), ) which are in Your possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s prior written consent. . (c) The obligations under this sub-section Agreement shall: : (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and ; and (ii) with regard to the Confidential Information, remain in effect during the Restricted Period. 1 Unless otherwise indicated, all capitalized terms used in this Agreement are defined in the “Definitions” Section of Attachment A. Attachment A is incorporated by reference and is included in the definition of “Agreement.” (d) The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Consultant represents and warrant warrants that: : (i1) You are He is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing the duties contemplated by this Agreement Consultant Duties for the Company or otherwise complying with this Agreement, and and (ii2) You are He is not subject to or in breach of any legal or contractual duty or non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree . (3) Consultant agrees that You he will not: (i: a) useUse, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business(as defined below), except as authorized in writing by the Company; (iinor b) during Your employment During his consulting contract period with the Company, use, disclose, or reverse engineer (ai) any confidential information or trade secrets of any former employer or third party, or (bii) any works of authorship developed in whole or in part by You him during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iiinor c) upon Your Upon his resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your his possession or control, or (b) nor destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. Notwithstanding the above, such information may be disclosed to authorized representatives of the US government in federal grant applications and to third parties in connection with licensing, financing and other commercial agreements, in each case to the extent the failure to provide such information would materially prejudice the Company’s ability to secure the grant or enter into the desired commercial relationship, and provided that in each case Consultant uses his best efforts to cause the person(s) receiving such information to protect its confidentiality and limit its use, including securing a written confidentiality agreement where possible. (4) The obligations under this sub-section subsection 15.a shall: (i: a) with With regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (iiand b) with With regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent Employee represents and warrant warrants that: (i) You are he is not subject to any legal or contractual duty or agreement that would prevent or prohibit You him from performing his duties for the duties contemplated by this Agreement Bank or otherwise complying with this Agreement, and (ii) You are he is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree Employee agrees that You he will not: (i) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the CompanyBank’s Business, except as authorized in writing by the CompanyBank; (ii) during Your his employment with the CompanyBank, use, disclose, or reverse engineer (aA) any confidential information or trade secrets of any former employer or third party, or (bB) any works of authorship developed in whole or in part by You Employee during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (iii) upon Your Employee’s resignation or termination (aA) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your Employee’s possession or control, or (bB) destroy, delete, or alter the Trade Secrets or Confidential Information without the CompanyBank’s written consent. The obligations under this sub-section Section 8(a) shall: (i) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (ii) with regard to the 1 All capitalized terms contained in this Section 8 are defined in sub-section 8(e). Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company Bank is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

Trade Secrets and Confidential Information. You represent and warrant that: (a) Employee agrees that Employee will not: (i) You are not subject to any legal either during or contractual duty after Employee’s employment with the Employer, use or agreement that would prevent or prohibit You from performing the duties contemplated by this Agreement or otherwise complying with this Agreement, and (ii) You are not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party. You agree that You will not: (i) use, disclose, or reverse engineer disclose the Trade Secrets or the Confidential Information for any purpose other than the Company’s Businessperformance of duties in the Business on behalf of the Employer, except as authorized in writing by the Company; Employer; (ii) during Your Employee’s employment with the CompanyEmployer, use, use or disclose, or reverse engineer : (a) any confidential information or trade secrets of any former employer or third party, ; or (b) any works of authorship developed in whole or in part by You during any former employment or Employee for any other party, unless authorized in writing by the former employer or third party; or or (iii) upon Your resignation or termination (a) the conclusion of Employee’s employment with the Employer, for any reason, retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which ) that are in Your Employee’s possession or control, or . This includes customer information on any social media account that Employee utilizes on behalf of the Employer. Employee agrees to: (1) maintain the privacy settings on any social media account such that competitors cannot access customer information on said accounts; and (2) delete (within three days of the close of Employee’s employment with the Employer) all customer information that Employee adds to any social media accounts during the course of Employee’s employment with the Employer. (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent. The obligations under this sub-section shall: (i) with regard to the Trade Secrets, Section 11 shall remain in effect as long as the information constitutes a trade secret Trade Secret or Confidential Information under the definitions set forth in this Agreement and/or applicable law, and . (iic) with regard to the Confidential Information, remain in effect during the Restricted Period. The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company Employer is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties. (d) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit Employee from reporting possible violations of Federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of State or Federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, the Employer hereby notifies Employee that, notwithstanding anything to the contrary herein: (a) Employee shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any Federal or State trade secret law (i) for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney, and may use the trade secret information in the court proceeding, if Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.