Common use of Trade Secrets and Proprietary Information Clause in Contracts

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates, other than affiliates whose relationship as an affiliate is derived solely from Executive’s interest in or position at the affiliate.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeedirectors, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he Executive is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 67, 7 8 and 8 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, the Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (ai) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (bii) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ciii) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (div) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerher employment, the Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, the Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businessbusinesses, any business in which it proposes to engage inengage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerduring the Term, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here ofTerm, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) Executive can demonstrate that such information shall have (i) become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (iii) been developed by his Executive independent of any of the Company’s 's confidential or proprietary information or (iiiii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his her employment and engagement as Chief Executive Financial Officer, Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him her from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he she is required to make disclosure pursuant to legal process, he she shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his her independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him her by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive 6.1. Manager recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerengagement, Executive Manager agrees that he will notneither Manager nor any of its members will, during or after the Term, without the consent of the Company’s 's board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Manager or its members from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from chief Manager or financial officer or an officer designated by the board of directors chief Manager or executive committeefinancial officer, or (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Manager or its members independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him Manager or its members by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates."

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Financial Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his him independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive OfficerVP of Corporate Affairs, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his him independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 6 and 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” information of the Company for the purposes of this Agreement. In consideration of his her employment and engagement as Chief Executive Financial Officer, Executive agrees that he she will not, during or after the Term, without the written consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him her from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he she is required to make disclosure pursuant to legal process, he she shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him her as a matter of right by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 67, 7 8 and 8 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates. Executive agrees that, upon termination of her employment with the Company for any reason or otherwise upon request by the Company, she will promptly return to the Company all Confidential Information within her possession or control, including all copies of such Confidential Information, all abstracts of such Confidential Information and any other information containing such Confidential Information in whole or in part.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Investor Relations Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officera consultant, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directorschief executive officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he Executive is required to make disclosure pursuant to legal process, he Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his her employment and engagement as Chief Executive Financial Officer, Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him her from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he she is required to make disclosure pursuant to legal process, he she shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his her independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him her by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officera consultant, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he Executive is required to make disclosure pursuant to legal process, he Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6Paragraphs 5, 6 and 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Financial Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his him independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 6 and 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive (a) Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerthis engagement, Executive Consultant agrees that he will not, during or after the Term, without the consent of the Company’s 's board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from chief executive or financial officer or an officer designated by the board of directors chief executive or executive committeefinancial officer, or (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the a disclosure, or (dc) subsequent to the Term, if such information shall have either (i) been developed by his Consultant independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality Amended consulting agreement with or other obligation dated as of confidentiality to May 9, 2006 between the Company. For the purposes of Sections 6, 7 Company and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.John Acunto

Trade Secrets and Proprietary Information. Executive (a) Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerengagement, Executive Consultant agrees that he will not, during or after the Term, without the consent of the Company’s 's board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from chief executive or financial officer or an officer designated by the board of directors chief executive or executive committeefinancial officer, or (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Consultant independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 67, 7 8 and 8 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates."

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his him independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 6 and 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) The Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, the Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 7(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 67, 7 8 and 8 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive (a) Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and her engagement as Chief Executive Officera consultant, Executive Consultant agrees that he she will not, during or after the Term, without the consent of the Company’s board of directors, Company make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here ofTerm, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeCompany, (b) such information shall have become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 7(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Consultant independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive The Consultant recognizes ----------------------------------------- and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officera consultant, Executive the Consultant agrees that he will not, during or after the Term, without the consent of the Company’s board of directorsBoard or the chief executive officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from the board of directors or chief executive committeeofficer, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he Consultant is required to make disclosure pursuant to legal process, he Consultant shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Consultant independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections Paragraphs 6, 7 and 8 of this Agreement, the term “"Company” " shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his her employment and engagement as Chief Executive Officera consultant, Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directorsChief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he Executive is required to make disclosure pursuant to legal process, he Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning Concerning customers, clients, marketing, products, servicesServices, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Financial Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors's Chief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed Construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his him independent of any of the ol'the Company’s 's confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “"Company” " shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Financial Officer, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement shall be construed to prohibit him from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of of-which could or does have a material adverse effect on the Company, its business, any business it proposes to engage inill, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of of-this Agreement. In consideration of his her employment and engagement as Chief Executive Financial Officer, Executive agrees that he she will not, during or after the Term, without Without the consent of the Company’s board of directors's Chief Executive Officer, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him her from using or disclosing such information (a) if such disclosure is necessary in the normal course Course of the Company’s 's business in accordance with Company policies or instructions or authorization from the board of of-directors or executive committee, (b) such information shall become public knowledge other than by or as a result of of-disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he she is required to make disclosure pursuant to legal process, he she shall give dive the Company prompt notice thereof thereof' and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his her independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him her by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “"Company” " shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) The Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerher employment, the Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. The Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future future, information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerhereunder, the Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him the Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he the Executive is required to make disclosure pursuant to legal process, he the Executive shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his the Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him the Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6Paragraphs 7, 7 8 and 8 9 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive 6.1. Manager recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerengagement, Executive Manager agrees that he will notneither Manager nor any of its members will, during or after the Term, without the consent of the Company’s board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Manager or its members from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from chief Manager or financial officer or an officer designated by the board of directors chief Manager or executive committeefinancial officer, or (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Manager or its members independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Manager or its members by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates, other than affiliates whose relationship as an affiliate is derived solely from Manager’s interest in or position at the other party.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, or (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates."

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerher employment, the Executive agrees that he she will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (ai) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (bii) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (ciii) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (div) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliatesother Affiliates.

Trade Secrets and Proprietary Information. (a) The Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, the Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businessbusinesses, any business in which it proposes to engage inengage, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerduring the Employment Term, Executive agrees that he will not, during or after the Employment Term, without the consent of the Company’s board of directorsBoard or as required to fulfill his duties, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here ofentity, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (aconfidential information(a) if such disclosure is necessary in the normal course of the Company’s business or in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) Executive can demonstrate that such information shall have (i) become public knowledge other than by or as a result of an inappropriate disclosure by a person not having a right to make such disclosureExecutive, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (iii) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (iiiii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include or (iv) was in Executive’s possession prior to disclosure by the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. Executive (a) Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “"confidential information” " of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officerthis engagement, Executive Consultant agrees that he will not, during or after the Term, without the consent of the Company’s 's board of directors, make any disclosure of confidential information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s 's business in accordance with Company policies or instructions or authorization from chief executive or financial officer or an officer designated by the board of directors chief executive or executive committeefinancial officer, or (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the a disclosure, or (dc) subsequent to the Term, if such information shall have either (i) been developed by his Consultant independent of any of the Company’s 's confidential or proprietary information or (ii) been disclosed to him Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 7, and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates."

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future confidential information. “Confidential information” shall mean all information concerning customersof a proprietary or confidential nature relating to Covered Persons, clientsincluding, but not limited to, such Covered Person’s trade secrets or proprietary information, confidential know-how, and marketing, services, products, services, business, research and development activities activities, inventions and operational methods discoveries, whether or not patentable, and information concerning such Covered Person’s services, business, customer or client lists, proposed services, marketing strategy, pricing policies and the requirements of the Company its clients and relationships with its customers or clientslenders, contractssuppliers, licensors, licensees and others with which a Covered Person has a business relationship, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its businessbusinesses, any business in which it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential information” of the Company for the purposes of this Agreementengage. In consideration of his employment and engagement as Chief Executive Officer, Executive agrees that he will not, during not at any time use or after disclose to any Person any confidential information relating to the Term, without the consent Company or any affiliate of the Company’s board Company or any client of directors, make any disclosure of the Company which provided confidential information now or hereafter possessed by the Companyto Executive; provided, to any personhowever, partnership, corporation or entity either during or after the Term here of, except that nothing in this Agreement Section 6(a) shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committee, (b) he can demonstrate that such information shall become (i) became public knowledge other than by or as a result of disclosure by a person Person not having a right to make such disclosure, (c) complying with legal process; provided, that in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosure, or (d) subsequent to the Term, if such information shall have either (i) been developed by his independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him was disclosure that was authorized by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the The term “CompanyCovered Person” shall include the Company, its parent, its parent and subsidiaries and any other Person who provides information to the Company pursuant to a secrecy or non-disclosure agreement. (b) In the event that any confidential information is required to be produced by Executive pursuant to legal process (including judicial process or governmental administrative subpoena), Executive shall give the Company notice of such legal process within a reasonable time, but not later than ten business days prior to the date such disclosure is to be made, unless Executive has received less notice, in which event Executive shall immediately notify the Company. The Company shall have the right to object to any such disclosure, and if the Company objects (at the Company’s cost and expense) in a timely manner so that Executive is not subject to penalties for failure to make such disclosure, Executive shall not make any disclosure until there has been a court determination on the Company’s objections. If disclosure is required by a court order, final beyond right of review, or if the Company does not object to the disclosure, Executive shall make disclosure only to the extent that disclosure is required by the court order, and Executive will exercise reasonable efforts at the Company’s expense, to obtain reliable assurance that confidential treatment will be accorded the Confidential Information. (c) Executive shall, upon expiration or termination of the Term, or earlier at the request of the Company, turn over to the Company or destroy all documents, papers, computer disks or other material in Executive’s possession or under Executive’s control which may contain or be derived from confidential information. To the extent that any confidential information is on Executive’s hard drive or other storage media, he shall, upon the request of the Company, cause either such information to be erased from his computer disks and all other storage media or otherwise take reasonable steps to maintain the confidential nature of the material. (d) Executive further realizes that any trading in the Company’s common stock or other securities or aiding or assisting others in trading in the Company’s common stock or other securities, including disclosing any non-public information concerning the Company or its affiliatesaffiliates to a Person who uses such information in trading in the Company’s common stock or other securities, may constitute a violation of federal and state securities laws. Executive will not engage in any transactions involving the Company’s common stock or other securities while in the possession of material non-public information in a manner that would constitute a violation of federal and state securities laws. 7.

Trade Secrets and Proprietary Information. Executive (a) Consultant recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, proposed patent acquisitions, financings, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officera consultant, Executive Consultant agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Company make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term here ofTerm, except that nothing in this Agreement shall be construed to prohibit him Consultant from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeCompany, (b) such information shall have become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if Consultant can demonstrate that such information shall have either (i) been developed by his Consultant independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Consultant by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections this Section 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliates.

Trade Secrets and Proprietary Information. (a) Executive recognizes and acknowledges that the Company, through the expenditure of considerable time and money, has developed and will continue to develop in the future information concerning customers, clients, marketing, patents, products, services, business, research and development activities and operational methods of the Company and its customers or clients, contracts, financial or other data, technical data or any other confidential or proprietary information possessed, owned or used by the Company, the disclosure of which could or does have a material adverse effect on the Company, its business, any business it proposes to engage in, its operations, financial condition or prospects and that the same are confidential and proprietary and considered “confidential informationConfidential Information” of the Company for the purposes of this Agreement. In consideration of his employment and engagement as Chief Executive Officeremployment, Executive agrees that he will not, during or after the Term, without the consent of the Company’s board of directors, Board make any disclosure of confidential information Confidential Information now or hereafter possessed by the Company, to any person, partnership, corporation or entity either during or after the Term term here of, except that nothing in this Agreement shall be construed to prohibit him Executive from using or disclosing such information (a) if such disclosure is necessary in the normal course of the Company’s business in accordance with Company policies or instructions or authorization from the board of directors or executive committeeBoard, (b) such information shall become public knowledge other than by or as a result of disclosure by a person not having a right to make such disclosure, (c) complying with legal process; provided, that process as provided in the event he is required to make disclosure pursuant to legal process, he shall give the Company prompt notice thereof and the opportunity to object to the disclosureSection 6(b) of this Agreement, or (d) subsequent to the Term, if such information shall have either (i) been developed by his Executive independent of any of the Company’s confidential or proprietary information or (ii) been disclosed to him Executive by a person not subject to a confidentiality agreement with or other obligation of confidentiality to the Company. For the purposes of Sections 6, 7 and 8 of this Agreement, the term “Company” shall include the Company, its parent, its subsidiaries and its affiliatesAffiliates.