Common use of Trade Secrets and Confidential Information Clause in Contracts

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (i) As used in this Agreement, Employee agrees that he/she shall protect the term "Protected Parties’ Trade Secrets (as defined in Paragraph 4(k)(ii) below) and Confidential Information" means informationInformation (as defined in Paragraph 4(k)(i) below) and shall not disclose to any person or entity, whether written or oralotherwise use or disseminate, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information; provided, however, that Employee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Employee will promptly notify the Protected Parties of such order or subpoena to provide the Protected Parties an opportunity to protect their interests. Employee’s obligations under this Section 4(b) shall give reasonable notice apply after his/her Separation Date, shall continue through the Severance Period, and shall survive any expiration or termination of this Agreement, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Employee further confirms that he/she has not and will not offer, disclose or use on Employee’s own behalf or on behalf of the Company, any information Employee received prior to employment by the Company prior which was supplied to disclosing such information and shall assist the Company Employee confidentially or which Employee should reasonably know to be confidential. Nothing in taking such legally permissible steps as are reasonable and necessary this Agreement prohibits Employee from reporting possible violations of federal law or regulation to protect the Trade Secrets any governmental agency or Confidential Information, including, entity including but not limited to execution by the receiving party Department of a non-disclosure agreement in a form acceptable to Justice, the Company. (iii) Employee agrees to execute such secrecySecurities and Exchange Commission, non-disclosureCongress, patentor any Inspector General, trademark, copyright and or making other proprietary rights agreements, if any, as disclosures that are protected under the Company may from time to time reasonably require. (iv) The whistleblower provisions of this Subsection 8(b) shall survive federal law or regulation. Employee does not need the termination prior authorization of this Agreement Employer to make any such reports or disclosures, and shall be binding upon Employee in perpetuityis not required to notify Employer that Employee has made such reports or disclosures.

Trade Secrets and Confidential Information. (i) As used in this Agreement, Xxxxxxx agrees that he/she shall protect the term "Company’s Trade Secrets (as defined in Section 1(b) above) and Confidential Information" means informationInformation (as defined in Section 1(a) above) and shall not disclose to any person or entity, whether written or oralotherwise use or disseminate, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information. However, Employee shall give reasonable notice to Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Grantee’s obligations under this Section 2(b) have applied throughout his/her active employment, shall continue after the Date of Termination, and shall survive any expiration or termination of the Confidentiality Provisions, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Xxxxxxx further confirms that during his/her employment with the Company, including after the Date of Termination, he/she has not and will not offer, disclose or use on Xxxxxxx’s own behalf or on behalf of the Company, any information Xxxxxxx received prior to disclosing such information and shall assist employment by the Company which was supplied to Grantee confidentially or which Grantee should reasonably know to be confidential. Nothing in taking such legally permissible steps as this section prohibits Grantee from reporting possible violations of law or regulation to any governmental agency or entity, or making other disclosures that are reasonable and necessary to protect protected under the Trade Secrets whistleblower provisions of law or Confidential Information, including, but regulation. Xxxxxxx does not limited to execution by need the receiving party prior authorization of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably requiremake any such reports or disclosures, and Grantee is not required to notify the Company that Grantee has made such reports or disclosures. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (ia) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to (i) concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ ' products, (ii) the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, (iii) the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term Term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and (iv) third party information which the Company and/or its affiliates has/have agreed to keep confidential. (b) Notwithstanding the provisions of subsection 12(a), the term "Trade Secrets and Confidential Information" does not include (i) information which, at the time of disclosure or observation, had been previously published or otherwise publicly disclosed; (ii) information which is published (or otherwise publicly disclosed) after disclosure or observation, unless such publication is a breach of this Agreement or is otherwise a violation of contractual, legal or fiduciary duties owed to the Company, which violation is known to Employee; or (iii) information which, subsequent to disclosure or observation, is obtained by Employee from a third person who is lawfully in possession of such information (which information is not acquired in violation of any contractual, legal, or fiduciary obligation owed to the Company with respect to such information, and is known by Employee) and who is not required to refrain from disclosing such information to others. (c) While employed by the Company, Employee will have access to and become familiar with various Trade Secrets and Confidential Information. Employee acknowledges that the Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s 's employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure disclose it by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to to, execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (ivd) The provisions of this Subsection 8(b) Section 12 shall survive the termination or expiration of this Agreement Agreement, and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in Executive agrees that he/she shall protect the Company's and/or ’s and its affiliates’ productsTrade Secrets (as defined below) and Confidential Information (as defined below) and shall not disclose to any person or entity, the processesor otherwise use or disseminate, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information; provided, Employee shall give reasonable notice to however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company or its affiliates of such order or subpoena to provide the Company or its affiliates an opportunity to protect their interests. Executive’s obligations under this Section 5.2 shall apply during his/her employment and after his/her termination of employment, shall continue through the Severance Period, and shall survive any expiration or termination of this Agreement, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Executive further confirms that during his/her employment with the Company, he/she has not and will not offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to disclosing such information and shall assist employment by the Company which was supplied to Executive confidentially or which Executive should reasonably know to be confidential. Nothing in taking such legally permissible steps as are reasonable and necessary this Agreement prohibits Executive from reporting possible violations of federal law or regulation to protect the Trade Secrets any governmental agency or Confidential Information, including, entity including but not limited to execution by the receiving party Department of a non-disclosure agreement in a form acceptable to Justice, the Company. (iii) Employee agrees to execute such secrecySecurities and Exchange Commission, non-disclosureCongress, patentor any Inspector General, trademark, copyright and or making other proprietary rights agreements, if any, as disclosures that are protected under the Company may from time to time reasonably require. (iv) The whistleblower provisions of this Subsection 8(b) shall survive federal law or regulation. Executive does not need the termination prior authorization of this Agreement Company to make any such reports or disclosures, and shall be binding upon Employee in perpetuityExecutive is not required to notify Company that Executive has made such reports or disclosures.

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in Xxxxxxx agrees that he/she shall protect the Company's and/or its affiliates’ productsTrade Secrets (as defined in Section 1(b) above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to any person or entity, the processesor otherwise use or disseminate, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information. However, Employee shall give reasonable notice to Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Grantee’s obligations under this Section 2(b) have applied throughout his/her active employment, shall continue after the Date of Termination, and shall survive any expiration or termination of the Confidentiality Provisions, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Xxxxxxx further confirms that during his/her employment with the Company, including after the Date of Termination, he/she has not and will not offer, disclose or use on Xxxxxxx’s own behalf or on behalf of the Company, any information Xxxxxxx received prior to disclosing such information and shall assist employment by the Company which was supplied to Grantee confidentially or which Grantee should reasonably know to be confidential. Nothing in taking such legally permissible steps as this section prohibits Grantee from reporting possible violations of law or regulation to any governmental agency or entity, or making other disclosures that are reasonable and necessary to protect protected under the Trade Secrets whistleblower provisions of law or Confidential Information, including, but regulation. Xxxxxxx does not limited to execution by need the receiving party prior authorization of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably requiremake any such reports or disclosures, and Grantee is not required to notify the Company that Grantee has made such reports or disclosures. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (ia) As used in this Agreement, the term "HC may disclose to Employee certain Trade Secrets and Confidential Information (defined below). Employee acknowledges and agrees that the Trade Secrets and Confidential Information are the sole and exclusive property of HC (or a third party providing such information to HC) and that HC or such third party owns all worldwide rights therein under patent, copyright, trade secret, confidential information, or other property right. Employee acknowledges and agrees that the disclosure of the Trade Secrets and Confidential Information to Employee does not confer upon Employee any license, interest or rights of any kind in or to the Trade Secrets or Confidential Information. Employee may use the Trade Secrets and Confidential Information solely for the benefit of HC while Employee is employed or retained by HC. Except in the performance of services for HC, Employee will hold in confidence and not reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, by any means, or for any purpose, the Trade Secrets or the Confidential Information or any portion thereof. Employee agrees to return to HC, upon request by HC, the Trade Secrets and Confidential Information and all materials relating thereto. (b) Employee's obligations under this Agreement with regard to the Trade Secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law. Employee acknowledges that its obligations with regard to the Confidential Information shall remain in effect while Employee is employed or retained by HC and for three (3) years thereafter. As used herein, "Trade Secrets" means information of HC, its licensors, suppliers, customers, or prospective licensors or customers, including, but not limited to, technical or nontechnical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. As used herein, "Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect Trade Secrets, that is of value to whom the Company has given its written consent, unless Employee owner and is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps treated as are reasonable and necessary to protect the Trade Secrets or Confidential Informationconfidential, including, but not limited to execution by to, future business plans, licensing strategies, advertising campaigns, information regarding executives and employees, and the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright terms and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions conditions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuityAgreement.

Trade Secrets and Confidential Information. (ia) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from Employee’s employment with the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans creates a relationship of trust and strategies involved in confidence between the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by parties. Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of employment under this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the CompanyAgreement, Employee will have access to and become familiar with various trade secrets and other confidential information which are owned by, or otherwise are the exclusive property of, the Company or its subsidiaries and which, by way of illustration, but not limitation, include formulas, devices, processes, data, know-how, patents and other intellectual property, customer lists (names and addresses), customer data, compilations of information, price lists, rate structures, records (including customer service records), inventions, improvements, techniques, marketing plans, product plans, strategies, forecasts, specifications, information relating to the products, sales, services and business affairs of the Company and its subsidiaries or any customer or supplier of the Company or its subsidiaries, any information created, discovered or developed by or for the Company or its subsidiaries, or acquired by the Company or its subsidiaries, that has commercial value in the Company’s or its subsidiaries’ present or future businesses, specifications and any other information Employee has reason to know the Company or its subsidiaries would like to treat as confidential for any purpose (collectively the “Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. ”). (b) Employee agrees that Employee will notthat, at any time, whether during or subsequent to and after Employee’s employment by with the Company and/or its affiliatesCompany, Employee will not use or disclose Trade Secrets and Confidential Information for any competitive purpose disclose, or divulge the same allow anyone else to any person other than the Company use or persons with respect to whom the Company has given its written consentdisclose, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, except as may be necessary in the performance of Employee’s employment with the Company or as may be authorized in advance in writing by appropriate officials of the Company. Employee shall give reasonable agrees to keep all Trade Secrets and Confidential Information secret whether or not any document containing such information is marked confidential. (c) Employee hereby acknowledges and agrees that (i) nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”); (ii) this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company prior to disclosing such information Company; and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuitydoes not limit Employee’s right to receive an award for information provided to any Government Agencies.

Trade Secrets and Confidential Information. The parties hereto recognize that a major need of the Company and its subsidiaries is to preserve its specialized knowledge, trade secrets, and confidential information concerning its business. The strength and good will of the Company is derived from the specialized knowledge, trade secrets and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. By reason of his position with the Company, Executive has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operations and the operations of its subsidiaries. Therefore, Executive hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: a. Executive covenants and agrees that Executive shall not, directly or indirectly, use, disseminate, or disclose for any purposes other than for the purposes of the Company's business, any confidential information or trade secrets of the Company or its subsidiaries, unless such disclosure is compelled in a judicial proceeding. Upon termination of this employment, all documents, records, notebooks, and similar repositories of records containing information relating to any trade secrets or confidential information then in the Executive's possession or control, whether prepared by him or by others, shall be left with the Company or returned to the Company upon its request. This section shall not restrict the Executive from using his general knowledge (ithe ideas, concepts, know-how and other industry information which is part of his common knowledge) from pursuit of livelihood subsequent to any termination of this Agreement. b. As used a material inducement to the Company to enter into this Agreement and to pay Executive the compensation and benefits stated in this Agreement, the term "Trade Secrets Executive covenants and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops agrees that during the term of this Agreement in connection and for a period of one year following the termination of the Agreement, the Executive shall not compete with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons its subsidiaries, pursue business opportunities with respect or serve as a consultant or member of the staff in any capacity to any other companies with whom the Company or its subsidiaries has given its transacted business during the prior year of employment, either as a customer or a supplier, without the prior written permission of the Company. For one year following termination of employment, the Executive confirms that he will not directly or indirectly, without prior written consent, unless Employee perform work that the Company or any of its subsidiaries holds in backlog or is compelled pursing at the time of termination. c. The covenant of non-disclosure and covenant not to make compete apply to the Company and its subsidiaries, have been negotiated and agreed to by and between the Company and Executive with the full knowledge of and pursuant to the Colorado Trade Secrets Act, and are deemed by both parties to be fair and reasonable. d. Executive agrees that any breach of the covenant of non-disclosure by governmental processor covenant not to compete will cause the Company irreparable damage for which a remedy at law will not be wholly adequate. In the event Employee believes that Employee is legally required to disclose any Trade Secrets of breach or Confidential Information, Employee shall give reasonable notice to threatened breach by Executive of the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party covenant of a non-disclosure agreement or covenant not to compete, the Company shall be entitled to injunctive relief to restrain the breach or threatened breach, as well as to damages sustained and recovery of a reasonable attorney fee. The Company may elect to enforce this right to injunctive relief in any court of jurisdiction, or may proceed in arbitration. This section controls and supersedes Section 10.g (Dispute Resolution) of this Agreement. If there is a form acceptable judgment in court or in arbitration that the Executive has breached the covenant of non-disclosure or covenant not to compete, the Company shall be entitled to terminate all payment obligations under this Agreement, and recover any payments made to Executive after the date of breach. e. The parties intended that the covenant not to compete shall be construed as a series of separate covenants, one for each county and city to which it may be applicable. Except for geographic coverage, each such separate covenant not to compete shall be deemed identical. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants, then the unenforceable covenant shall be deemed reduced or eliminated from this Agreement for the purpose of those proceedings to the Company. (iii) Employee agrees extent necessary to execute such secrecypermit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction finds this covenant so overbroad as to be unenforceable, non-disclosurethe parties intend that this covenant be reduced in scope by the court, patentbut only to the extent necessary by the court to render the covenant reasonable and enforceable, trademark, copyright keeping in mind that Executive and other proprietary rights agreements, if any, as the Company may from time intend to time reasonably requiregive the Company the broadest possible protection against harmful future competition. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. Executive acknowledges and agrees that in the performance of Executive's duties to the Company he has learned, obtained, acquired, and become aware of information about the Released Parties (ias defined below) As used in this Agreementand their businesses, the term including, without limitation, unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, legal matters, personal information regarding officers and other employees, and other business information (collectively referred to as "Trade Secrets and Confidential Information" "). Executive specifically acknowledges that all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by the Company or any of its affiliates or by Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company and its affiliates to maintain the secrecy of such information, whether written or oral, not generally available to that such information is the public, regardless sole property of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans an affiliate of the Company and strategies involved in that any retention and use of such information or rights by Executive shall constitute a misappropriation of the Company's and/or or its affiliates’ products' trade secrets, the processesrights or other property. Executive agrees to refrain from disclosing any Confidential Information to any person, formulae either orally or in writing, for any reason. Executive acknowledges and techniques disclosed by agrees that any unauthorized disclosure of Confidential Information would cause irreparable harm to the Company and/or its affiliates to Employee (at such time or observed by Employee, as of the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term date of this Agreement in connection Agreement) and such conduct shall be subject to immediate injunctive relief. In addition to the forgoing, Executive acknowledges and agrees that Executive will continue to comply with the work performed by Employee for terms of the Company and/or its affiliatesConfidentiality Agreement, which shall remain in full force and effect following the Separation Date; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Companyprovided, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges however, that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In in the event Employee believes that Employee is legally required to disclose of any Trade Secrets or Confidential Informationconflict between the Confidentiality Agreement and this Agreement, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuitycontrol.

Trade Secrets and Confidential Information. During the term of employment and for a period of (i) As used in this Agreementfour (4) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the Confidential Information that is a trade secret under Georgia law ceases to qualify as such, the term "Trade Secrets Executive agrees that he shall protect any such Confidential Information and Confidential Information" means informationshall not, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his remaining duties for the Company and/or its affiliatesCompany, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Executive further agrees that he shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity. Executive will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Executive to lose their character as such; and third party information provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company and/or of such order or subpoena to provide the Company an opportunity to protect its affiliates has/have agreed interests. Executive’s obligations under this Section 5.3 shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information or Trade Secrets with the prior written consent of the Chief Executive Officer. The Executive attests that, during his employment with the Company, he has not and will not offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to keep confidential. (ii) While employed employment by the Company, Employee will have access which was supplied to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue Executive confidentially or which Executive should reasonably know to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will notconfidential, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person person, organization or entity other than the Company without the written approval of such person, organization or persons with respect to whom entity. Nothing contained herein shall be in derogation or a limitation of the rights of the Company has given to enforce its written consent, unless Employee is compelled rights or the duties of Executive under then applicable Georgia law relating to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Informationincluding, Employee shall give reasonable notice to in particular, the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Georgia Trade Secrets or Confidential InformationAct, includingO.C.G.A. Sections 10-1-760, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Companyet seq. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (i) As used 7.1 Petexx xxxnowledges and agrees that in the performance of his duties of employment, he will be brought into frequent contact, either in person, by telephone or through the mails, with existing and potential clients of the Company, Grant or their respective subsidiaries. Petexx xxxo agrees that trade secrets and confidential information of the Company, Grant or their respective subsidiaries, more fully described in Article 7.2 below, gained by Petexx xxxing his association with the Company, Grant or their respective subsidiaries, have been developed by the Company, Grant or their respective subsidiaries through substantial expenditures of time, effort and money and constitute valuable and unique property of the Company, Grant or their respective subsidiaries, as the case may be. Petexx xxxther understands and agrees that the foregoing makes it necessary for the protection of the business of the Company, Grant and their respective subsidiaries that Petexx xxx compete with the Company, Grant or their respective subsidiaries during his employment and not compete with the Company, Grant or their respective subsidiaries for a reasonable period thereafter, as further provided in this Agreement. 7.2 Petexx xxxl keep in strict confidence, the term "Trade Secrets and Confidential Information" means informationwill not, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited at any time during his employment or thereafter, disclose, furnish, disseminate, make available or, except in the course of performing his duties of employment hereunder, use any trade secrets or confidential business information of the Company, Grant or their respective subsidiaries or their respective clients, without limitation as to conceptswhen or how Petexx xxx have acquired such information. Such confidential information shall include, ideaswithout limitation, the Company's, Grant's or their respective subsidiaries', client lists, client information, terms of client contracts, any listing of names, addresses or telephone numbers, pricing policies, financial statements, projections, marketing plans or strategies, new business developments or plans, business acquisition plans and strategies involved business methods. Petexx xxxcifically acknowledges that all such confidential information, whether reduced to writing, electronic media of any form, or maintained in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee mind or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term memory of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed Petexx xxx whether compiled by the Company, Employee will Grant or their respective subsidiaries and/or Petexx, xxrives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely been made by the Company and/or its affiliates. Employee agrees Company, Grant and their respective subsidiaries to maintain the secrecy of such information, that Employee will notsuch information is the sole property of the Company, at Grant or their respective subsidiaries, as the case may be, and that any time, whether during or subsequent to Employee’s retention and use of such information by Petexx xxxing his employment by with the Company and/or its affiliates(except in the course of performing his duties and obligations hereunder) or after the termination of his employment shall constitute a misappropriation of the Company's, use Grant's or disclose Trade Secrets their respective subsidiaries' trade secrets. 7.3 Upon termination of his employment, Petexx xxxl immediately return to the Company, Grant or any of their respective subsidiaries, in good condition, all property of the Company, Grant or any of their respective subsidiaries, as the case may be, including without limitation, the originals and Confidential Information for all copies of all promotional materials, client lists, client information and all other materials related to the Company's, Grant's or any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental processof their respective subsidiary's business. In the event Employee believes that Employee is legally required such items are not so returned, the Company and Grant will have the right to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice recover such property in addition to the Company prior right to disclosing charge Petexx xxx all damages, costs, attorney's fees and other expenses incurred in searching for, taking, removing and/or recovering such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Companyproperty. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) 7.4 The provisions of this Subsection 8(b) Article VII shall survive the termination of this Agreement and shall be binding upon Employee in perpetuityAgreement.

Trade Secrets and Confidential Information. Executive agrees that he/she shall protect the Company’s and its affiliates’ Trade Secrets (ias defined below) As used and Confidential Information (as defined below) and shall not disclose to any person or entity, or otherwise use or disseminate, except in connection with the performance of his/her duties for the Company, any Trade Secrets or Confidential Information; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company or its affiliates of such order or subpoena to provide the Company or its affiliates an opportunity to protect their interests. Executive’s obligations under this Section 5.2 shall apply during his/her employment and after his/her termination of employment, shall continue through the Severance Period, and shall survive any expiration or termination of this Agreement, so long as the term "information or material remains Confidential Information or a Trade Secrets Secret, as applicable. Executive further confirms that during his/her employment with the Company, he/she has not and Confidential Information" means informationwill not offer, whether written disclose or oraluse on Executive’s own behalf or on behalf of the Company, any information Executive received prior to employment by the Company which was supplied to Executive confidentially or which Executive should reasonably know to be confidential. Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or entity including but not generally available limited to the publicDepartment of Justice, regardless the Securities and Exchange Commission, Congress, or any Inspector General, or making other disclosures that are protected under the whistleblower provisions of whether it federal law or regulation. Executive does not need the prior authorization of Company to make any such reports or disclosures, and Executive is suitable not required to notify Company that Executive has made such reports or disclosures. Notwithstanding any other provision of this agreement, Executive will not be patentedheld criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (A) is made (1) in confidence to a federal, copyrighted and/or trademarkedstate, which is received from the Company and/or its affiliatesor local government official, either directly or indirectly, including but not limited or to conceptsan attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, ideas, plans and strategies involved in Executive may disclose the Company's and/or its affiliates’ products, trade secrets to Executive’s attorney and use the processes, formulae and techniques disclosed by trade secret information in the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliatescourt proceeding if Executive (A) files any document containing trade secrets under seal; and third party information which the Company and/or its affiliates has/have agreed (B) does not disclose trade secrets, except pursuant to keep confidentialcourt order. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "“Trade Secrets and Confidential Information" ” means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's ’s and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection subsection 8(b) shall survive the termination or expiration of this Agreement Agreement, and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (ia) As used in NDCS acknowledges that FUMB's business depends to a significant degree upon the possession of information which is not generally known to others, and that the profitability of FUMB's business requires that this information remain proprietary to FUMB. (b) NDCS will not, during or subsequent to the term of this Agreement, use FUMB's Confidential Information for any purpose whatsoever other than the term "Trade Secrets performance of the Consulting Services on behalf of FUMB or disclose FUMB's Confidential Information to any third party, and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable understood that said Confidential Information shall remain the sole property of FUMB. NDCS further agrees to be patentedtake all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information including, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to, having each employee of NDCS, if any, with access to conceptsany Confidential Information execute a nondisclosure agreement containing provisions in FUMB's favor substantially similar to this Section 7 of this Agreement. Without FUMB's prior written approval, ideasNDCS will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that NDCS has this arrangement with FUMB. NDCS agrees that NDCS will not, plans during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which NDCS has an agreement or duty to keep in confidence information acquired by NDCS in confidence, if any, and strategies involved that NDCS will not bring onto the premises of FUMB any unpublished document or proprietary information belonging to such employer, person, or entity unless consented to in writing by such employer, person or entity. (c) Upon termination of this Agreement, NDCS shall promptly return to FUMB all materials and all copies of materials involving any Confidential Information in NDCS's possession or control. NDCS agrees to represent to FUMB that it has complied with the provisions of this Section 7(c) upon termination of this Agreement. (d) NDCS agrees to cause each of its employees, agents and affiliates who gain access to FUMB's Confidential Information as described in this Section 7 to execute and deliver to FUMB an agreement substantially in the Company's and/or its affiliates’ products, form of this Section 7. In the processes, formulae and techniques disclosed by the Company and/or its event NDCS fails to cause any of his agents or affiliates to Employee or observed execute an agreement as provided in the immediately preceding sentence and such person breaches any of the covenants contained in this Section 7, NDCS shall be liable for any damages incurred by EmployeeFUMB as a result of such breach. (e) NDCS recognizes that FUMB has received and in the future will receive from third parties their Confidential Information subject to a duty on FUMB's part to maintain the confidentiality of such information and to use it only for certain limited purposes. NDCS agrees that NDCS owes FUMB and such third parties, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed thereafter, a duty to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and hold all such Confidential Information are owned in the strictest confidence and shall continue not to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same it to any person other than person, firm or corporation or to use it except as necessary in carrying out the Company or persons Consulting Services for FUMB consistent with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing FUMB's agreement with such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Companythird party. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. During the term of employment and for a period of (i) As used in this Agreementfour (4) years thereafter for Confidential Information that is not a trade secret under Georgia law, or (ii) until the term "Trade Secrets Confidential Information that is a trade secret under Georgia law ceases to qualify as such, Executive agrees that he shall protect any such Confidential Information and Confidential Information" means informationshall not, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his remaining duties for the Company and/or its affiliatesCompany, disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical embodiments thereof, to any person or entity. Executive further agrees that he shall not, except in connection with the performance of his remaining duties for the Company, disclose or otherwise copy, reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity. Executive will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Executive to lose their character as such; and third party information provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company and/or of such order or subpoena to provide the Company an opportunity to protect its affiliates has/have agreed interests. Executive’s obligations under this Section 5.3 shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information or Trade Secrets with the prior written consent of the Chief Executive Officer. The Executive attests that, during his employment with the Company, he has not and will not offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to keep confidential. (ii) While employed employment by the Company, Employee will have access which was supplied to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue Executive confidentially or which Executive should reasonably know to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will notconfidential, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person person, organization or entity other than the Company without the written approval of such person, organization or persons with respect to whom entity. Nothing contained herein shall be in derogation or a limitation of the rights of the Company has given to enforce its written consent, unless Employee is compelled rights or the duties of Executive under then applicable Georgia law relating to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Informationincluding, Employee shall give reasonable notice to in particular, the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Georgia Trade Secrets or Confidential InformationAct, includingO.C.G.A. Sections 10-1-760, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Companyet seq. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. Employer has developed, compiled and owns certain proprietary techniques and confidential information that have great value in its business. This information includes, but is not limited to, any and all information (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectlyany medium, including but not limited to, written documents and electronic files) concerning unpublished financial data, marketing and sales data, product and product development information, client lists, rates and preferences, employee lists, equipment programs, contracts, licensing agreements, processes, formulas, inventions, discoveries, improvements, data, know-how, formats, marketing plans, business plans, strategies, forecasts, and supplier and vendor identities, characteristics and agreements, and other trade secrets (“Confidential and Proprietary Information”). Employee has had access to conceptsconfidential information of persons or entities for whom Employer performs services, ideas, plans or from whom Employer or Employee has obtained information (“Customers”) and strategies involved persons or entities that performed services for Employer (“Vendors”). Confidential Information includes not only information disclosed by Employer or its Customers or Vendors to Employee in the Company's and/or its affiliates’ productscourse of Employee’s employment with Employer, the processes, formulae and techniques disclosed but also information developed or learned by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term course of this Agreement Employee’s employment with Employer. Confidential and Proprietary Information is to be broadly defined. On or before the Effective Date, Employee shall return to Employer all Confidential and Proprietary Information within Employee’s possession, custody, or control, and, at all times after Employee’s employment with Employer is terminated, shall (i) hold in connection with the work performed by Employee for the Company and/or its affiliates; trust, keep confidential, and not disclose to any third party information which or make any use of the Company and/or Confidential and Proprietary Information of Employer or its affiliates has/have agreed to keep confidential. Customers or Vendors; (ii) While employed by not cause the transmission, removal or transport of Confidential and Proprietary Information of Employer or its Customers or Vendors; and (iiii) not publish, disclose, or otherwise disseminate Confidential and Proprietary Information of Employer or its Customers or Vendors. Further protections of the Company, Employee will have access to ’s Confidential and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Proprietary Information are owned set forth in the Proprietary Information and Inventions Agreement executed by Employee upon commencement of employment, which shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets remain in full force and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Companyeffect. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (ia) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during During the term of this Agreement and at all times thereafter, the recipient ("Recipient") of any trade secrets or other intellectual property or confidential information (collectively "Information") of the other party or of its customers or suppliers ("Owner") agrees not to use or disclose to others, without prior written consent of the Owner, any Information of the Owner obtained by the Recipient hereunder, except to use such Information as is necessary in connection with the work performed by Employee for the Company and/or course of performing its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidentialobligations hereunder. (iib) While employed Upon termination of the term of this Agreement, Recipient shall not retain or take any document, data, program code, technical data, manuals, or other documents and instruments (collectively "Documents") of the Owner obtained by Recipient, or any reproductions thereof, in whole or in part. All Documents and all copies thereof shall be surrendered to the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, Owner at any time, whether during or subsequent to Employee’s employment by time upon request of the Company Owner and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive upon the termination of the term of this Agreement and upon the request of the Owner all Information on any other media, including computer memory, shall be binding destroyed and Recipient shall so certify in writing upon Employee request by the Owner. (c) Recipient agrees at all times to hold the Information in perpetuityconfidence and shall not disclose the Information, in whole or in part, and shall not use the Information, in whole or in part, except as herein permitted or as otherwise agreed in writing. In addition, the Recipient agrees to disclose the Information only with, and transmit the Information only to, its employees who need to know the Information in order to perform the Recipient's undertaking as provided herein and who have agreed to be bound by an agreement to maintain the confidentiality thereof and to use the Information only as herein provided. (d) Recipient recognizes and acknowledges the competitive value and the confidential nature of the Information and the damages that could result to the Owner if the Information is disclosed to or used by any unauthorized third party. Recipient agrees to take reasonable security precautions to prevent the unauthorized use by and disclosure to any person or entity of the Information, except those permitted herein, and shall take reasonable security precautions to prevent any employee who has access to the Information for using or disclosing the Information, except as herein permitted. Recipient shall use not less than the same degree of care to prevent unauthorized use and/or disclosure of the Information which the Recipient applies with respect to its own trade secrets and confidential information of like importance, which shall be not less than what a prudent business person would employ to safeguard its own Information of like importance from unauthorized use or disclosure.

Trade Secrets and Confidential Information. (a) The Employee acknowledges, covenants and agrees that: (i) As used in this Agreementexcept as required by law or court order, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement in connection with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access keep confidential and will not disclose to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person anyone (other than the Company or any persons with respect to whom designated by the Company has given its written consentCompany), unless Employee is compelled to or publish, utter, exploit, make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose use of (or aid others in publishing, uttering, exploiting or using), or otherwise Misappropriate any Trade Secrets or Confidential Informationor Proprietary Information at any time; (ii) each of the Specified Trade Secrets are, Employee and for all purposes hereof shall give reasonable notice to be, “Trade Secrets,” within the meaning of Section 11-1201 of the Maryland Uniform Trade Secret Act (as codified in the Annotated Code of Maryland, Commercial Law, § 11-1201 et.seq.)), of the Company prior and its Affiliates; (iii) the Employee is and will be intimately involved in the development and/or implementation of the Specified Trade Secrets; (iv) in the event the Employee breaches the covenants contained in this Section 1.6 with respect to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the any Trade Secrets or Confidential or Proprietary Information, including, but not limited such breach shall be deemed to execution by be a Misappropriation of such Trade Secrets or Confidential or Proprietary Information; and (v) any Misappropriation of the receiving party of a non-disclosure agreement Specified Trade Secrets or any other Trade Secrets or Confidential or Proprietary Information will result in a form acceptable immediate and irreparable harm to the Company. (iiib) Employee agrees to execute such secrecyThe Employee’s obligations hereunder shall continue both during the term of the Employee’s employment and thereafter, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as regardless of the Company may from time to time reasonably requirereason for the termination of his employment. (ivc) The provisions Notwithstanding anything herein to the contrary, the obligations of this Subsection 8(b) secrecy and confidentiality set forth herein shall survive not apply to any Information which is now generally publicly known or which subsequently becomes generally publicly known other than as a direct or indirect result of the termination breach of this Agreement and shall by the Employee, or which is required by law or order of any court to be binding upon Employee in perpetuitydisclosed.

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in Executive agrees that he/she shall protect the Company's and/or ’s and its affiliates’ productsTrade Secrets (as defined below) and Confidential Information (as defined below) and shall not disclose to any person or entity, the processesor otherwise use or disseminate, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information; provided, Employee shall give reasonable notice to however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Executive will promptly notify the Company or its affiliates of such order or subpoena to provide the Company or its affiliates an opportunity to protect their interests. Executive’s obligations under this Section 5.2 shall apply during his/her employment and after his/her termination of employment, shall continue through the Severance Period, and shall survive any expiration or termination of this Agreement, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Executive further confirms that during his/her employment with the Company, he/she has not and will not offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to disclosing such information and shall assist employment by the Company which was supplied to Executive confidentially or which Executive should reasonably know to be confidential. Nothing in taking such legally permissible steps as are reasonable and necessary this Agreement prohibits Executive from reporting possible violations of federal law or regulation to protect the Trade Secrets any governmental agency or Confidential Information, including, entity including but not limited to execution by the receiving party Department of a non-disclosure agreement in a form acceptable to Justice, the Company. (iii) Employee agrees to execute such secrecySecurities and Exchange Commission, non-disclosureCongress, patentor any Inspector General, trademark, copyright and or making other proprietary rights agreements, if any, as disclosures that are protected under the Company may from time to time reasonably require. (iv) The whistleblower provisions of this Subsection 8(b) shall survive federal law or regulation. Executive does not need the termination prior authorization of this Agreement Company to make any such reports or disclosures, and shall be binding upon Employee in perpetuity.Executive is not required to notify Company that Executive has made such reports or disclosures

Trade Secrets and Confidential Information. (i8.1 B2Gnow represents and warrants that B2Gnow and its subcontractors are the owner(s) As used of all Intellectual Property Rights associated with the Service and except as set forth in this Agreement, B2Gnow does not grant any rights to or ownership of the term "Trade Secrets Service to Customer. Customer acknowledges that B2Gnow and Confidential Information" means informationits subcontractors retain all right, whether written or oraltitle and interest in the Service and in all improvements, not generally available enhancements, modifications and Derivative Works of the Service including all rights to the publicpatent, copyright, trade secret and trademark, regardless of whether the identity of the creating party. 8.2 Customer agrees that all trademark and intellectual property notices for the Service shall be preserved unmodified. Customer further agrees to take reasonable steps to ensure that unauthorized persons will not have access to any of the Service and that all authorized persons having access will refrain from any disclosure, duplication or reproduction of the Service except to the extent permitted under this Agreement or to the extent required by law or court order. 9.3 Customer agrees to notify B2Gnow immediately and in writing of all circumstances, of which Customer is aware, surrounding the unauthorized possession or use of the Service by any person or entity. Customer agrees to cooperate as reasonably necessary with B2Gnow, at B2Gnow's expense, in any litigation relating to or arising from such unauthorized possession or use. 8.3 To the extent allowable by the Texas Public Information Act, all Confidential Information disclosed under this Agreement will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it is suitable uses with respect to be patented, copyrighted and/or trademarked, which is received from its own confidential information. The receiving party will limit access to Confidential Information to its employees with a need to know the Company and/or its affiliates, either directly or indirectly, including but not limited Confidential Information and will instruct those employees to concepts, ideas, plans and strategies involved in keep the Company's and/or its affiliates’ productsinformation confidential. Notwithstanding the foregoing, the processesreceiving party may disclose Confidential Information (a) to the extent necessary to comply with any law, formulae and techniques disclosed by rule, regulation or ruling applicable to the Company and/or its affiliates receiving party or the Confidential Information, (b) as appropriate to Employee respond to any summons or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement subpoena or in connection with the work performed by Employee for the Company and/or its affiliates; any litigation and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (iic) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and extent necessary to protect enforce its rights under this Agreement. Upon the Trade Secrets or Confidential Informationrequest of the disclosing party, including, but not limited to execution by the receiving party will return or destroy all Confidential Information of a non-disclosure agreement the disclosing party that is in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) its possession. The provisions of this Subsection 8(b) shall Section 8.5 will survive the termination of this Agreement. The Parties agree that in the event a party breaches its obligations under this Section 8.5, the non-breaching party may (a) immediately terminate this Agreement without further liability; (b) bring an appropriate legal action to enjoin any such breach of this Agreement without the need to obtain a bond or other security; and shall be binding upon Employee (c) recover from the breaching party reasonable attorneys’ fees and costs in perpetuityaddition to other appropriate relief.

Trade Secrets and Confidential Information. (i) As used in this Agreement, the term "Trade Secrets and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in Xxxxxxx agrees that he/she shall protect the Company's and/or its affiliates’ productsTrade Secrets (as defined in Section 1(b) above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to any person or entity, the processesor otherwise use or disseminate, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops during the term of this Agreement except in connection with the work performed by Employee performance of his/her duties for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information. However, Employee shall give reasonable notice to Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Grantee’s obligations under this Section 2(b) have applied throughout his/her active employment, shall continue after the Date of Termination, and shall survive any expiration or termination of the Confidentiality Provisions, so long as the information or material remains Confidential Information or a Trade Secret, as applicable. Xxxxxxx further confirms that during his/her employment with the Company, including after the Date of Termination, he/she has not and will not offer, disclose or use on Xxxxxxx’s own behalf or on behalf of the Company, any information Xxxxxxx received prior to disclosing such information and shall assist employment by the Company which was supplied to Grantee confidentially or which Grantee should reasonably know to be confidential. Nothing in taking such legally permissible steps as are reasonable and necessary this section prohibits Grantee from reporting possible violations of federal law or regulation to protect the Trade Secrets any governmental agency or Confidential Information, including, entity including but not limited to execution by the receiving party Department of a non-disclosure agreement in a form acceptable to Justice, the Company. (iii) Employee agrees to execute such secrecySecurities and Exchange Commission, non-disclosurethe Congress, patentand any Inspector General, trademark, copyright and or making other proprietary rights agreements, if any, as disclosures that are protected under the whistleblower provisions of federal law or regulation. Xxxxxxx does not need the prior authorization of the Company may from time to time reasonably requiremake any such reports or disclosures, and Grantee is not required to notify the Company that Grantee has made such reports or disclosures. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. (i) As used in this Agreement, During the term "Trade Secrets of this Agreement and Confidential Information" means informationthereafter, whether Consultant will not, without the express written or oralconsent of Artivion, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including communicate or divulge to, or use for its own benefit or for the benefit of any other person, firm, association, or corporation, any of Artivion’s or its subsidiaries’, affiliates’, divisions’ or partners’ confidential information, which includes, but is not limited to conceptsto, all personal information, ideas, discoveries, designs, inventions, improvements, patents, trademarks, service marks, trade secrets, know-how, manufacturing processes and equipment, product formulae, design specifications, FDA filings, field assurance information, patient information (if applicable), complaint history, internal investigations, writings and other works of authorship, financial information, accounting information, marketing plans, customer lists, customer or business data, business plans or methods, and strategies involved the like, which relate in any manner to proprietary data or other confidential information (“Confidential Information”) communicated to or otherwise learned or acquired by Consultant during its relationship with Artivion, except that Consultant may disclose Confidential Information to the extent that: (a) Artivion directs Consultant to do so in the Company's and/or course of its affiliates’ productsconsulting relationship with Artivion; (b) the Confidential Information becomes part of the public domain through no act or omission of Consultant; (c) Consultant can document that it already lawfully possessed the Confidential Information on a non-confidential basis prior to its receipt from Artivion; (d) a court or other governmental body of competent jurisdiction requires such disclosure; or (e) Consultant has employed, at his own expense and with Artivion’s prior written consent, the processes, formulae services of a sub-contractor to work on the Services and techniques disclosed by the Company and/or its affiliates has subjected that sub-contractor in writing to Employee a non-disclosure agreement at least as restrictive as this Agreement. Consultant will not use Confidential Information in any way or observed by Employee, the designs, inventions in any capacity other than as Artivion’s consultant and innovations and related plans, strategies and applications which Employee develops to further Artivion’s interests during the term of this Agreement Agreement. All written information, drawings, documents, and materials prepared in the course of Consultant’s supplying its services to Artivion will be the property of Artivion and will be delivered to Artivion by Consultant, whenever requested by Artivion. Artivion will have the exclusive right to use all of the information and technology supplied by Consultant in connection with Consultant’s providing of the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidentialServices contemplated in this Agreement. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons with respect to whom the Company has given its written consent, unless Employee is compelled to make disclosure by governmental process. In the event Employee believes that Employee is legally required to disclose any Trade Secrets or Confidential Information, Employee shall give reasonable notice to the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party of a non-disclosure agreement in a form acceptable to the Company. (iii) Employee agrees to execute such secrecy, non-disclosure, patent, trademark, copyright and other proprietary rights agreements, if any, as the Company may from time to time reasonably require. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.

Trade Secrets and Confidential Information. The parties hereto recognize that a major need of the Company and its subsidiaries is to preserve its specialized knowledge, trade secrets, and confidential information concerning its business. The strength and good will of the Company is derived from the specialized knowledge, trade secrets and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. By reason of his position with the Company, Executive has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company's operations and the operations of its subsidiaries. Therefore, Executive hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement: a. Executive covenants and agrees that Executive shall not, directly or indirectly, use, disseminate, or disclose for any purposes other than for the purposes of the Company's business, any confidential information or trade secrets of the Company or its subsidiaries, unless such disclosure is compelled in a judicial proceeding. Upon termination of this employment, all documents, records, notebooks, and similar repositories of records containing information relating to any trade secrets or confidential information then in the Executive's possession or control, whether prepared by him or by others, shall be left with the Company or returned to the Company upon its request. This section shall not restrict the Executive from using his general knowledge (ithe ideas, concepts, know-how and other industry information which is part of his common knowledge) from pursuit of livelihood subsequent to any termination of this Agreement. b. As used a material inducement to the Company to enter into this Agreement and to pay Executive the compensation and benefits stated in this Agreement, the term "Trade Secrets Executive covenants and Confidential Information" means information, whether written or oral, not generally available to the public, regardless of whether it is suitable to be patented, copyrighted and/or trademarked, which is received from the Company and/or its affiliates, either directly or indirectly, including but not limited to concepts, ideas, plans and strategies involved in the Company's and/or its affiliates’ products, the processes, formulae and techniques disclosed by the Company and/or its affiliates to Employee or observed by Employee, the designs, inventions and innovations and related plans, strategies and applications which Employee develops agrees that during the term of this Agreement in connection and for a period of one year following the termination of the Agreement, the Executive shall not compete with the work performed by Employee for the Company and/or its affiliates; and third party information which the Company and/or its affiliates has/have agreed to keep confidential. (ii) While employed by the Company, Employee will have access to and become familiar with Trade Secrets and Confidential Information. Employee acknowledges that Trade Secrets and Confidential Information are owned and shall continue to be owned solely by the Company and/or its affiliates. Employee agrees that Employee will not, at any time, whether during or subsequent to Employee’s employment by the Company and/or its affiliates, use or disclose Trade Secrets and Confidential Information for any competitive purpose or divulge the same to any person other than the Company or persons its subsidiaries, pursue business opportunities with respect or serve as a consultant or member of the staff in any capacity to any other companies with whom the Company or its subsidiaries has given its transacted business during the prior year of employment, either as a customer or a supplier, without the prior written permission of the Company. For one year following termination of employment, the Executive confirms that he will not directly or indirectly, without prior written consent, unless Employee perform work that the Company or any of its subsidiaries holds in backlog or is compelled pursing at the time of termination. 107 c. The covenant of non-disclosure and covenant not to make compete apply to the Company and its subsidiaries, have been negotiated and agreed to by and between the Company and Executive with the full knowledge of and pursuant to the Colorado Trade Secrets Act, and are deemed by both parties to be fair and reasonable. d. Executive agrees that any breach of the covenant of non-disclosure by governmental processor covenant not to compete will cause the Company irreparable damage for which a remedy at law will not be wholly adequate. In the event Employee believes that Employee is legally required to disclose any Trade Secrets of breach or Confidential Information, Employee shall give reasonable notice to threatened breach by Executive of the Company prior to disclosing such information and shall assist the Company in taking such legally permissible steps as are reasonable and necessary to protect the Trade Secrets or Confidential Information, including, but not limited to execution by the receiving party covenant of a non-disclosure agreement or covenant not to compete, the Company shall be entitled to injunctive relief to restrain the breach or threatened breach, as well as to damages sustained and recovery of a reasonable attorney fee. The Company may elect to enforce this right to injunctive relief in any court of jurisdiction, or may proceed in arbitration. This section controls and supersedes Section 10.g (Dispute Resolution) of this Agreement. If there is a form acceptable judgment in court or in arbitration that the Executive has breached the covenant of non-disclosure or covenant not to compete, the Company shall be entitled to terminate all payment obligations under this Agreement, and recover any payments made to Executive after the date of breach. e. The parties intended that the covenant not to compete shall be construed as a series of separate covenants, one for each county and city to which it may be applicable. Except for geographic coverage, each such separate covenant not to compete shall be deemed identical. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants, then the unenforceable covenant shall be deemed reduced or eliminated from this Agreement for the purpose of those proceedings to the Company. (iii) Employee agrees extent necessary to execute such secrecypermit the remaining separate covenants to be enforced. In the event a court of competent jurisdiction finds this covenant so overbroad as to be unenforceable, non-disclosurethe parties intend that this covenant be reduced in scope by the court, patentbut only to the extent necessary by the court to render the covenant reasonable and enforceable, trademark, copyright keeping in mind that Executive and other proprietary rights agreements, if any, as the Company may from time intend to time reasonably requiregive the Company the broadest possible protection against harmful future competition. (iv) The provisions of this Subsection 8(b) shall survive the termination of this Agreement and shall be binding upon Employee in perpetuity.