Common use of Trade Secrets and Confidential Information Clause in Contracts

Trade Secrets and Confidential Information. (a) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. Employee acknowledges that: (ai) Company may the Bank will disclose to Executive him certain Proprietary Trade Secrets and Confidential Information. Executive agrees that ; (ii) Trade Secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of Company the Bank (or a third party providing such information to Companythe Bank) and Company (the Bank or such third party) party owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (biii) Company's the disclosure of the Proprietary Trade Secrets and Confidential Information to Executive Employee does not confer upon Executive him any license, interest or rights of any kind in or to the Proprietary Trade Secrets or Confidential Information. 6.1.1 Employee may use the Trade Secrets and Confidential Information only in accordance with applicable Company policies and procedures and solely for the Bank’s benefit while he is employed or otherwise retained by the Bank. Except as authorized in the performance of services for Companythe Bank, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, not directly or indirectly, in any form, by any means, or for any purpose, disclose, reproduce, distribute, transmit, or transfer Trade Secrets or Confidential Information or any Proprietary portion thereof. Upon the Bank’s request, Employee shall return Trade Secrets and Confidential Information communicated and all related materials. 6.1.2 If Employee is required to disclose Trade Secrets or made available by Company Confidential Information pursuant to a court order or received by Executive. Executive agrees other government process or such disclosure is necessary to comply with applicable law or defend against claims, he shall: (i) notify Company immediately if he discovers the Bank promptly before any unauthorized use or such disclosure is made; (ii) at the Bank’s request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the enforcement of the Proprietary Informationcourt order, other government process or claims; and (iii) permit the Bank to participate with counsel of its choice in any proceeding relating to any such court order, other government process or claims. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's 6.1.3 Employee’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and (ii) . 6.1.4 Employee’s obligations with regard to Confidential Information shall remain in effect during Executive's employment with Company while he is employed or otherwise retained by the Bank and for three years thereafter. These obligations will not apply to the extent that Executive establishes that so long as the information communicated retains its status as Confidential Information. 6.1.5 As used in this Agreement, “Trade Secrets” means information of the Bank, suppliers, customers, or prospective or former customers, including, but not limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, or lists of current, potential, or former customers or suppliers, which: (1i) was already derives independent actual or potential commercial value, from not being generally known to Executive, without an obligation or readily ascertainable through independent development by persons or entities who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to keep it confidential at the time of maintain its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executivesecrecy.

Trade Secrets and Confidential Information. Executive acknowledges that: (aA) Company may the Employer has and will disclose to Executive certain Proprietary Trade Secrets and Confidential Information. Executive agrees that ; (B) such Trade Secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of Company the Employer (or a third party providing such information to Companythe Employer) and Company (the Employer or such third party) party owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (bC) Company's the disclosure of the Proprietary such Trade Secrets and Confidential Information to Executive does not confer upon Executive any license, interest or rights of any kind in or to the Proprietary Trade Secrets or Confidential Information. (i) Executive may use the Trade Secrets and Confidential Information only in accordance with applicable policies and procedures of the Employer and solely for the Employer’s benefit while Executive is employed or otherwise retained by Employer. Except as authorized in the performance of services for Companythe Employer, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, not directly or indirectly, in any form, by any means, or for any purpose, disclose, reproduce, distribute, transmit, or transfer any Proprietary such Trade Secrets or Confidential Information communicated or made available by Company to or received by Executiveany portion thereof. Upon the Employer’s request, Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Informationshall return all Trade Secrets and Confidential Information and all related materials. (cii) To further protect Proprietary InformationIf Executive is required to disclose any such Trade Secrets or Confidential Information pursuant to a court order or other government process or such disclosure is necessary to comply with applicable law or defend against claims, Executive agrees that if his or her employment with Company ends for shall: (i) notify the Employer promptly before any reason during such disclosure is made; (ii) at the first three (3) years after Employer’s request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any enforcement of the Duties that he performed on behalf court order, other government process or claims; and (iii) permit the Employer to participate with counsel of Company for the Executive's immediately prior employer if its choice in any proceeding relating to any such prior employer competes with the Company Businesscourt order, other government process or claims. (diii) Executive's ’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and . (iiiv) Executive’s obligations with regard to Confidential Information shall remain in effect during Executive's employment with Company while Executive is employed or otherwise retained by the Employer and for three 10 years thereafter. These obligations will . (v) As used in this Agreement, “Trade Secrets” means information of the Employer or the Employer’s suppliers, customers or prospective customers, including, but not apply to the extent that Executive establishes that the information communicated limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans or lists of actual or potential customers or suppliers, which: (1) was already derives independent actual or potential commercial value, from not being generally known to Executive, without an obligation to keep it confidential at the time of or readily ascertainable through independent development by persons or entities who can obtain economic value from its receipt from Companydisclosure or use; and (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation is the subject of efforts that are reasonable under the circumstances to keep such information confidential; or (3) was publicly known at the time of maintain its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executivesecrecy.

Trade Secrets and Confidential Information. Employee acknowledges that: (ai) the Company may will disclose to Executive him certain Proprietary Trade Secrets and Confidential Information. Executive agrees that ; (ii) Trade Secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of the Company (or a third party providing such information to the Company) and the Company (or such third party) party owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (biii) Company's the disclosure of the Proprietary Trade Secrets and Confidential Information to Executive Employee does not confer upon Executive him any license, interest or rights of any kind in or to the Proprietary Trade Secrets or Confidential Information. 6.1.1 Employee may use the Trade Secrets and Confidential Information only in accordance with applicable Company policies and procedures and solely for the Company's benefit while he is employed or otherwise retained by the Company. Except as authorized in the performance of services for the Company, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, not directly or indirectly, in any form, by any means, or for any purpose, disclose, reproduce, distribute, transmit, or transfer Trade Secrets or Confidential Information or any Proprietary portion thereof. Upon the Company's request, Employee shall return Trade Secrets and Confidential Information communicated and all related materials. 6.1.2 If Employee is required to disclose Trade Secrets or made available by Confidential Information pursuant to a court order or other government process or such disclosure is necessary to comply with applicable law or defend against claims, he shall: (i) notify the Company promptly before any such disclosure is made; (ii) at the Company's request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the enforcement of the court order, other government process or claims; and (iii) permit the Company to participate with counsel of its choice in any proceeding relating to any such court order, other government process or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Informationclaims. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive6.1.3 Employee's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and (ii) . 6.1.4 Employee's obligations with regard to Confidential Information shall remain in effect during Executive's employment with while he is employed or otherwise retained by the Company and for three five (5) years thereafter. These obligations will . 6.1.5 As used in this Agreement, "Trade Secrets" means information of the Company, suppliers, customers, or prospective customers, including, but not apply to the extent that Executive establishes that the information communicated limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, which: (1i) was already derives independent actual or potential commercial value, from not being generally known to Executiveor readily ascertainable through independent development by persons or entities who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 6.1.6 As used in this Agreement, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such "Confidential Information" means information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach Trade Secrets, that is of this Agreement value to its owner and is treated as confidential, including, but not limited to, future business plans, marketing campaigns, and information regarding employees, provided, however, Confidential Information shall not include information which is in the public domain or other action by Executivebecomes public knowledge through no fault of Employee.

Trade Secrets and Confidential Information. Employee acknowledges that: (ai) Company may the Bank will disclose to Executive him certain Proprietary Trade Secrets and Confidential Information. Executive agrees that ; (ii) Trade Secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of Company the Bank (or a third party providing such information to Companythe Bank) and Company (the Bank or such third party) party owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (biii) Company's the disclosure of the Proprietary Trade Secrets and Confidential Information to Executive Employee does not confer upon Executive him any license, interest or rights of any kind in or to the Proprietary Trade Secrets or Confidential Information. 6.1.1 Employee may use the Trade Secrets and Confidential Information only in accordance with applicable Company policies and procedures and solely for the Bank’s benefit while he is employed or otherwise retained by the Bank. Except as authorized in the performance of services for Companythe Bank, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, not directly or indirectly, in any form, by any means, or for any purpose, disclose, reproduce, distribute, transmit, or transfer Trade Secrets or Confidential Information or any Proprietary portion thereof. Upon the Bank’s request, Employee shall return Trade Secrets and Confidential Information communicated and all related materials. 6.1.2 If Employee is required to disclose Trade Secrets or made available by Company Confidential Information pursuant to a court order or received by Executive. Executive agrees other government process or such disclosure is necessary to comply with applicable law or defend against claims, he shall: (i) notify Company immediately if he discovers the Bank promptly before any unauthorized use or such disclosure is made; (ii) at the Bank’s request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the enforcement of the Proprietary Informationcourt order, other government process or claims; and (iii) permit the Bank to participate with counsel of its choice in any proceeding relating to any such court order, other government process or claims. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's 6.1.3 Employee’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and (ii) . 6.1.4 Employee’s obligations with regard to Confidential Information shall remain in effect during Executive's employment with Company while he is employed or otherwise retained by the Bank and for three fifteen (15) years thereafter. These obligations will . 6.1.5 As used in this Agreement, “Trade Secrets” means information of the Bank, suppliers, customers, or prospective or customers, including, but not apply to the extent that Executive establishes that the information communicated limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, which: (1i) was already derives independent actual or potential commercial value, from not being generally known to Executiveor readily ascertainable through independent development by persons or entities who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 6.1.6 As used in this Agreement, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such “Confidential Information” means information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach Trade Secrets, that is of this Agreement value to its owner and is treated as confidential, including, but not limited to, future business plans, marketing campaigns, and information regarding employees, provided, however, Confidential Information shall not include information which is in the public domain or other action by Executivebecomes public knowledge through no fault of Employee.

Trade Secrets and Confidential Information. (a) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's ’s disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's ’s prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's ’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's ’s employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. Employee acknowledges that: (ai) Company may the Bank will disclose to Executive her certain Proprietary Trade Secrets and Confidential Information. Executive agrees that ; (ii) Trade Secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of Company the Bank (or a third party providing such information to Companythe Bank) and Company (the Bank or such third party) party owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (biii) Company's the disclosure of the Proprietary Trade Secrets and Confidential Information to Executive Employee does not confer upon Executive her any license, interest or rights of any kind in or to the Proprietary Trade Secrets or Confidential Information. 6.1.1 Employee may use the Trade Secrets and Confidential Information only in accordance with applicable Company policies and procedures and solely for the Bank’s benefit while she is employed or otherwise retained by the Bank. Except as authorized in the performance of services for Companythe Bank, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, not directly or indirectly, in any form, by any means, or for any purpose, disclose, reproduce, distribute, transmit, or transfer Trade Secrets or Confidential Information or any Proprietary portion thereof. Upon the Bank’s request, Employee shall return Trade Secrets and Confidential Information communicated and all related materials. 6.1.2 If Employee is required to disclose Trade Secrets or made available by Company Confidential Information pursuant to a court order or received by Executive. Executive agrees other government process or such disclosure is necessary to comply with applicable law or defend against claims, she shall: (i) notify Company immediately if he discovers the Bank promptly before any unauthorized use or such disclosure is made; (ii) at the Bank’s request and expense take all reasonably necessary steps to defend against such disclosure, including defending against the enforcement of the Proprietary Informationcourt order, other government process or claims; and (iii) permit the Bank to participate with counsel of its choice in any proceeding relating to any such court order, other government process or claims. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's 6.1.3 Employee’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and (ii) . 6.1.4 Employee’s obligations with regard to Confidential Information shall remain in effect during Executive's employment with Company while she is employed or otherwise retained by the Bank and for three years thereafter. These obligations will not apply to the extent that Executive establishes that so long as the information communicated retains its status as Confidential Information. 6.1.5 As used in this Agreement, “Trade Secrets” means information of the Bank, suppliers, customers, or prospective or former customers, including, but not limited to, data, formulas, patterns, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, or lists of current, potential, or former customers or suppliers, which: (1i) was already derives independent actual or potential commercial value, from not being generally known to Executive, without an obligation or readily ascertainable through independent development by persons or entities who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to keep it confidential at the time of maintain its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executivesecrecy.

Trade Secrets and Confidential Information. (a) A. Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) B. Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except as required for the benefit of Company in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) C. Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, prior to his employment with Company, without an obligation to Company to keep it confidential at the time of its receipt from Companyreceipt; or (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or and (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement by Executive or other action by Executive's breach of his fiduciary duties to Company. In addition, this Agreement shall not prohibit the use or disclosure of information as required by applicable law or order of a court or governmental agency or authority or necessary for Executive to enforce his rights or defend his performance of his obligations under this Agreement.

Trade Secrets and Confidential Information. During the term of employment and for a period of (ai) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then thereafter for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties Confidential Information that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains is not a trade secret under applicable law, and South Carolina law or (ii) until the Confidential Information that is a trade secret under South Carolina law ceases to qualify as such, Executive agrees that he shall remain protect any such Confidential Information and shall not, except in effect connection with the performance of his remaining duties for the Company and as provided herein, 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 and otherwise provided herein, 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; provided, however, that Executive may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction. Further, nothing in this Section or any other provision or agreement should be interpreted to prohibit the good faith reporting of violations of law or regulations to any governmental agency or entity or otherwise cooperating in a governmental investigation. 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 Executive's his employment with Company the Company, he has not and for three years thereafter. These obligations will not apply offer, disclose or use on Executive’s own behalf or on behalf of the Company, any information Executive received prior to employment by the extent that Company, which was supplied to Executive establishes that the information communicated (1) was already known confidentially or which Executive should reasonably know to Executivebe confidential, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; any person, organization or (3) was publicly known at the time of its receipt by Executive or has become publicly known entity other than by the Company without the written approval of such person, organization or entity. Nothing contained herein shall be in derogation or a breach limitation of this Agreement the rights of the Company to enforce its rights or other action by Executivethe duties of Executive under then applicable South Carolina law relating to Trade Secrets.

Trade Secrets and Confidential Information. (a) Company may disclose to Executive Employee certain Proprietary Information. Executive Employee agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive Employee does not confer upon Executive Employee any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by ExecutiveEmployee. Executive Employee agrees to notify Company immediately if he or she discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive Employee agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of ExecutiveEmployee's employment he or she will not, without Company's prior written consent, perform any of the Duties that he or she performed on behalf of Company for the ExecutiveEmployee's immediately prior employer if such prior employer competes with the Company Business. (d) ExecutiveEmployee's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during ExecutiveEmployee's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive Employee establishes that the information communicated (1) was already known to ExecutiveEmployee, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive Employee in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive Employee or has become publicly known other than by a breach of this Agreement or other action by ExecutiveEmployee.

Trade Secrets and Confidential Information. (a) A. Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, rights and all other property rights therein. (b) B. Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, disassemble or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) C. Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. Optionee agrees that he/she shall protect the Company’s Trade Secrets (aas defined in Section 1(b) Company may above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (any person or a third party providing such information to Company) and Company (entity, or such third party) owns all worldwide copyrightsotherwise use or disseminate, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights except in or to the Proprietary Information. Except in connection with the performance of services his/her duties for the Company, Executive any Trade Secrets or Confidential Information. However, Optionee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Optionee will hold promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Optionee’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. Optionee 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 Optionee’s own behalf or on behalf of the Company, any information Optionee received prior to employment by the Company which was supplied to Optionee confidentially or which Optionee should reasonably know to be confidential. Nothing in this Section prohibits Optionee from reporting possible violations of law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of law or regulation. Optionee does not need the prior authorization of the Company to make any such reports or disclosures, and Optionee is not required to notify the Company that Optionee has made such reports or disclosures. Notwithstanding any other provision of this agreement, Optionee will not be held 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 and will notto a federal, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemblestate, or transferlocal government official, either directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, an attorney; and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from solely for the purpose of reporting or investigating a third party lawfully in possession thereof and having no obligation to keep such information confidentialsuspected violation of law; or (3B) was publicly known at the time of its receipt by Executive or has become publicly known other than by is made in a breach of this Agreement complaint or other action document filed under seal in a lawsuit or other proceeding. If Optionee files a lawsuit for retaliation by Executivethe Company for reporting a suspected violation of law, Optionee may disclose the Company's trade secrets to Optionee’s attorney and use the trade secret information in the court proceeding if Optionee (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets, except pursuant to court order.

Trade Secrets and Confidential Information. (a) Company may disclose to Executive Employee certain Proprietary Information. Executive Employee agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive Employee does not confer upon Executive Employee any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by ExecutiveEmployee. Executive Employee agrees to notify Company immediately if he or she discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) ExecutiveEmployee's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during ExecutiveEmployee's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive Employee establishes that the information communicated (1) was already known to ExecutiveEmployee, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive Employee in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive Employee or has become publicly known other than by a breach of this Agreement or other action by ExecutiveEmployee.

Trade Secrets and Confidential Information. (a1) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, rights and all other property rights therein.. MAI By: /s/JH PFS /s/PFS (b2) Company's ’s disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's ’s prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, disassemble or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately promptly if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's ’s obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's ’s employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1a) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2b) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3c) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive. (4) For purposes of this Agreement, “Proprietary Information” means all Trade Secrets and Confidential Information of Company and its affiliates. “Trade Secrets” means information of Company and its affiliates and its licensors, suppliers, clients and customers, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (i) derives economic value from not being known to, and not readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. “Confidential Information” shall mean (a) information of the Company and its affiliates, to the extent not considered a Trade Secret under applicable law, that (i) relates to the Company Business; (ii) possesses an element of value for the Company; (iii) is not generally known to the Company’s competitors; and (v) would damage the Company if disclosed, and (b) information of any third party provided to the Company which the Company is obligated to treat as confidential. Confidential Information includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products, future products or equipment of the Company, (iii) communication systems, audio systems, system designs and related documents, (iv) advertising or marketing plans (v) information regarding independent contractors, employees, clients and customers of the Company, and (vi) information concerning the Company’s financial structure and methods and procedures of operation. Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently developed and disclosed by others without violating the legal rights of any party, or (iii) otherwise enters the public domain through lawful means. MAI By: /s/JH PFS /s/PFS

Trade Secrets and Confidential Information. (a) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. Executive agrees that he shall protect the Company’s Trade Secrets (as defined in Section 5.10(b) below) and Confidential Information (as defined in Section 5.10(a) below) and shall not disclose to any Person, or otherwise use or disseminate, except in connection with the performance of his 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 of such order or subpoena to provide the Company an opportunity to protect its interests. Executive’s obligations under this Section 5.2 shall apply during his employment and after his termination of employment, and shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information with the prior written consent of the then-serving Chief Executive Officer of the Company. Executive’s post-employment obligations of confidentiality under this Section 5.2 shall commence on Executive’s Date of Termination and shall continue (a) Company may disclose with respect to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company Trade Secret information (or a third party providing as defined in Section 5.10(b) below), at all such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rightstimes thereafter as it so qualifies, and all other property rights therein. (b) Company's disclosure of the Proprietary with respect to Confidential Information to Executive does not confer upon Executive any license(as defined in Section 5.10(a) below), interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six two (62) months years after Executive’s Date of Termination. The Executive, during employment with the end of Company, will not offer, disclose or use on Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed ’s own behalf or on behalf of Company for the Executive's immediately Company, any information Executive received prior employer if such prior employer competes with to employment by the Company, which was supplied to Executive confidentially or which Executive should reasonably know to be confidential, to any persons, organization or entity other than the Company Businesswithout the written approval of such person, organization or entity. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. Employee acknowledges that: (ai) Company may the Bank will disclose to Executive him certain Proprietary trade secrets and Confidential Information. Executive agrees that ; (ii) trade secrets and Confidential Information are the Proprietary Information is the sole and exclusive property of Company (or a third party providing such information to Company) the Bank and Company (or such third party) the Bank owns all worldwide copyrightsrights therein under patent, copyright, trade secret rightssecret, confidential information rightsinformation, and all or other property rights therein. right; and (biii) Company's the disclosure of the Proprietary trade secrets and Confidential Information to Executive Employee does not confer upon Executive him any license, interest or rights of any kind in or to the Proprietary trade secrets or Confidential Information. 7.1.1. Employee may use the trade secrets and Confidential Information only in accordance with applicable Bank policies and procedures and solely for the Bank's benefit while he is retained by the Bank. Except as authorized in the performance of services for Companythe Bank, Executive Employee will hold in confidence and will notnot directly or indirectly, without Company's prior written consentin any form, useby any means, or for any purpose, disclose, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfertransfer trade secrets or Confidential Information or any portion thereof. Upon the Bank's request, directly Employee shall return to the Bank all trade secrets and Confidential Information and all related materials in his possession, custody or indirectlycontrol. 7.1.2. If Employee becomes subject to a court order or other government process that could reasonably be expected to require him to disclose trade secrets or Confidential Information or such disclosure is necessary to comply with applicable law or defend against claims, he shall: (i) notify the Bank promptly before any such disclosure is made; (ii) at the Bank's request and expense cooperate reasonably with steps the Bank takes to defend against such disclosure, including defending against the enforcement of the court order, other government process or claims; and (iii) permit the Bank to participate with counsel of its choice in any formproceeding relating to any such court order, other government process or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Informationclaims. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive7.1.3. Employee's obligations under this Agreement with regard to (i) Trade Secrets trade secrets shall remain in effect for as long as such information remains shall remain a trade secret under applicable law, and (ii) . 7.1.4. Employee's obligations with regard to Confidential Information shall remain in effect during Executive's employment with Company while he is retained by the Bank and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known years thereafter. 7.1.5. As used in this Agreement, "Confidential Information" means information other than trade secrets, that is of value to the Bank and is treated by a breach the Bank as confidential, including, but not limited to, such information about the Bank's lending and deposit operations, regulatory examinations, customer identities, future business plans, pricing, sales manuals, training manuals, selling and pricing procedures, financing methods, financial statements, techniques for designing, developing, manufacturing, testing or marketing advertising campaigns, and information regarding executives and employees; provided, however, Confidential Information shall not include information which is in the public domain or becomes public knowledge through no fault of this Agreement or other action by ExecutiveEmployee.

Trade Secrets and Confidential Information. (a) Company may disclose to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive does not confer upon Executive any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employmentemployment Effective Date, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during Executive's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executive.

Trade Secrets and Confidential Information. (a) RIGHTS TO WORK PRODUCT To the greatest extent possible, any Work Product shall be deemed to be "work made for hire" (as defined in the Copyright Act, 17 U.S.C.A. Section 101 ET SEQ., as amended) and owned exclusively by the Company. Employee hereby unconditionally and irrevocably transfers and assigns to the Company all rights, title and interest Employee may currently have (or in the future may have) by operation of law or otherwise in or to any Work Product, including, without limitation, all patents, copyrights, trademarks, service marks and other intellectual property rights. Employee agrees to execute and deliver to the Company any transfers, assignments, documents or other instruments which the Company may disclose deem necessary or appropriate to Executive certain Proprietary Information. Executive agrees that the Proprietary Information is the exclusive property vest complete title and ownership of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rightsany Work Product, and all other property rights thereinassociated rights, exclusively in the Company. (b) NON-DISCLOSURE COVENANT Through exercise of Employee's rights and performance of Employee's obligations under this Agreement Employee will be exposed to Trade Secrets and Confidential Information. Employee acknowledges and agrees that the Company's Trade Secrets and Confidential Information represent a substantial investment by the Company. Employee also acknowledges and agrees that any unauthorized disclosure or use of any of the Proprietary Company's Trade Secrets or Confidential Information to Executive does not confer upon Executive any license, interest or rights would be wrongful and would likely result in or immediate and irreparable injury to the Proprietary InformationCompany. Except as required in the performance of services for Companyorder to perform Employee's obligations under this Agreement, Executive will hold in confidence and will Employee shall not, without Company's the express prior written consentconsent of the Company, useredistribute, reproducemarket, distributepublish, transmit, reverse engineer, decompile, disassembledisclose or divulge to any other person or entity, or transferuse or modify for use, directly or indirectly, indirectly in any form, or way for any purpose, person or entity: (i) any Proprietary Confidential Information communicated or made available by Company to or received by Executive. Executive agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first Employment Term and for a period of three (3) years after the initial final date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) Executive's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, Employment Term; and (ii) any Trade Secrets at any time (during or after the Employment Term) during which such information or data shall continue to constitute a "trade secret" under applicable law. Employee further agrees to cooperate with any reasonable confidentiality requirements of the Company. Employee shall immediately notify the Company of any unauthorized disclosure or use of any of the Trade Secrets or Confidential Information shall remain in effect during Executive's employment with of the Company and for three years thereafter. These obligations will not apply to the extent that Executive establishes that the information communicated (1) was already known to Executive, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive or has become publicly known other than by a breach of this Agreement or other action by Executivewhich Employee becomes aware.

Trade Secrets and Confidential Information. (a) Company may disclose to Executive Employee certain Proprietary Information. Executive Employee agrees that the Proprietary Information is the exclusive property of Company (or a third party providing such information to Company) and Company (or such third party) owns all worldwide copyrights, trade secret rights, confidential information rights, and all other property rights therein. (b) Company's disclosure of the Proprietary Information to Executive Employee does not confer upon Executive Employee any license, interest or rights in or to the Proprietary Information. Except in the performance of services for Company, Executive Employee will hold in confidence and will not, without Company's prior written consent, use, reproduce, distribute, transmit, reverse engineer, decompile, disassemble, or transfer, directly or indirectly, in any form, or for any purpose, any Proprietary Information communicated or made available by Company to or received by ExecutiveEmployee. Executive Employee agrees to notify Company immediately if he discovers any unauthorized use or disclosure of the Proprietary Information. (c) To further protect Proprietary Information, Executive agrees that if his or her employment with Company ends for any reason during the first three (3) years after the initial date of employment, then for a period of six (6) months after the end of Executive's employment he will not, without Company's prior written consent, perform any of the Duties that he performed on behalf of Company for the Executive's immediately prior employer if such prior employer competes with the Company Business. (d) ExecutiveEmployee's obligations under this Agreement with regard to (i) Trade Secrets shall remain in effect for as long as such information remains a trade secret under applicable law, and (ii) Confidential Information shall remain in effect during ExecutiveEmployee's employment with Company and for three years thereafter. These obligations will not apply to the extent that Executive Employee establishes that the information communicated (1) was already known to ExecutiveEmployee, without an obligation to keep it confidential at the time of its receipt from Company; (2) was received by Executive Employee in good faith from a third party lawfully in possession thereof and having no obligation to keep such information confidential; or (3) was publicly known at the time of its receipt by Executive Employee or has become publicly known other than by a breach of this Agreement or other action by ExecutiveEmployee.