Common use of Trade Secrets Clause in Contracts

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet (collectively, the “Confidential Information”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with Telkonet, shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written consent of Telkonet unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.

Trade Secrets. Contemporaneous with (a) The parties acknowledge and agree that during Employee’s employment and in the execution course of this Agreement and during the term discharge of employment under this Agreementhis duties hereunder, Telkonet Employee shall deliver to Executive or permit Executive to have access to and become familiar acquainted with various confidential information concerning the operation and trade secrets processes of TelkonetEmployer, including without limitation, datafinancial, production methodspersonnel, customer listssales, product format or developments, and other information concerning the business of Telkonet that is owned by Employer’s business, and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet that such information constitutes Employer’s trade secrets (collectively, the “Confidential InformationTrade Secrets”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: . (ib) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive Employee specifically agrees that she shall not misuse, misappropriate, or disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonetsuch Trade Secrets, directly or indirectly, nor indirectly to any other person or use it them in any way, either during the term of this Agreement or for a period of five (5) years at any other time thereafter, except as is required in the course of his employment with Telkonet. Executive further hereunder. (c) Employee acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure the sale or unauthorized use. All use or disclosure of any of Employer’s Trade Secrets obtained by Employee during the course of his employment with Employer, including information concerning Employer’s current or any future and proposed work, services, or products, the facts that any such work production, as well as any descriptions thereof, would constitute unfair trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other time thereafter. (d) Employee further agrees that all files, records, documents, drawings, graphics, processes, specifications, equipment equipment, and similar items relating to the business of TelkonetEmployer’s business, whether prepared by Executive Employee or otherwise coming into Executive’s possession in the course of his employment with Telkonetothers, are also considered Trade Secrets and that they are and shall remain exclusively the exclusive property of Telkonet Employer and that they shall not be removed from the premises of Telkonet without Employer only with the express prior written consent of Telkonet unless removed Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for one (1) year following termination of employment. Trade Secrets do not include: (1) information that was in relation to the performance public domain at the time of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies disclosure; or (2) information that subsequently becomes part of such materials which have been removed from public knowledge or literature through a deliberate act of Employer or Employee as of the premises date of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonetbecoming public.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet (collectively, the “"Confidential Information”"). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s 's personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet, whether prepared by Executive or otherwise coming into Executive’s 's possession in the course of his employment with Telkonet, shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written consent of Telkonet unless removed in relation to the performance of Executive’s 's duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “"Telkonet” " means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.

Trade Secrets. Contemporaneous with (a) The parties acknowledge and agree that during Employee’s employment and in the execution course of this Agreement and during the term discharge of employment under this Agreementhis duties hereunder, Telkonet Employee shall deliver to Executive or permit Executive to have access to and become familiar acquainted with various confidential information concerning the operation and trade secrets processes of TelkonetEmployer, including without limitation, dataconfidential financial, production methodspersonnel, customer listssales, product format or developments, and other information concerning the business of Telkonet that is owned by Employer’s business, and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet that such information constitutes Employer’s trade secrets (collectively, the “Confidential InformationTrade Secrets”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: . (ib) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive Employee specifically agrees that he shall not misuse, misappropriate, or disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonetsuch Trade Secrets, directly or indirectly, nor indirectly to any other person or use it them in any way, either during the term of this Agreement or for a period of five (5) years at any other time thereafter, except as is required in the course of his employment with Telkonet. Executive further hereunder. (c) Employee acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure the sale or unauthorized use. All use or disclosure of any of Employer’s Trade Secrets obtained by Employee during the course of his employment with Employer, including confidential information concerning Employer’s current or any future and proposed work, services, or products, the facts as well as any descriptions thereof, would constitute unfair trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other time thereafter. (d) Employee further agrees that all files, records, documents, drawings, graphics, processes, specifications, equipment equipment, and similar items relating to the business of TelkonetEmployer’s business, whether prepared by Executive Employee or otherwise coming into Executive’s possession in the course of his employment with Telkonetothers, are and shall remain exclusively the exclusive property of Telkonet Employer and that they shall not be removed from the premises of Telkonet without Employer only with the express prior written consent of Telkonet unless removed Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for one (1) year following termination of employment. Trade Secrets do not include: (1) information that was in relation to the performance public domain at the time of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies disclosure; or (2) information that subsequently becomes part of such materials which have been removed from public knowledge or literature through a deliberate act of Employer or Employee as of the premises date of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonetbecoming public.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of the Telkonet (collectively, the “Confidential Information”). ) For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with Telkonet, shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written consent of Telkonet unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet (collectively, the “"Confidential Information”''). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s 's personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet, whether prepared by Executive or otherwise coming into Executive’s 's possession in the course of his employment with Telkonet, shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written consent of Telkonet unless removed in relation to the performance of Executive’s duties under this this. Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “"Telkonet” " means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet MST shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of MST and Telkonet, Inc., including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet MST and Telkonet, Inc., and other unique processes, procedures, services and products of MST and Telkonet, Inc., which are regularly used in the operation of the business of Telkonet the MST and Telkonet, Inc. (collectively, the “Confidential Information”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet MST, Telkonet, Inc. or their clients and customers in the course of his employment with TelkonetMST, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years at any time thereafter, except as required in the course of employment with TelkonetMST. Executive further acknowledges and agrees that Executive owes MST and Telkonet, Inc., a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of MST and/or Telkonet, Inc., whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with TelkonetMST, shall remain the exclusive property of Telkonet MST and Telkonet, Inc. and shall not be removed from the premises of Telkonet MST and/or Telkonet, Inc. without the prior written consent of Telkonet MST and/or Telkonet, Inc. unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of MST and/or Telkonet, Inc., shall be returned by Executive to TelkonetMST. For purposes Executive further acknowledges that the covenants of this Section 9, “Telkonet” means Executive herein are intended to include the protection of the confidential information of MST's and Telkonet, Inc.’s customers and clients, including its subsidiaries that come into the possession of Executive as a result of his employment with MST, and affiliates that such customers and all successors clients of MST shall be entitled to rely on and predecessors in interest to Telkonetenforce these covenants against Executive for their own benefit.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of Telkonet, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of the Telkonet (collectively, the “"Confidential Information”). ") For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s 's personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonet, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with Telkonet. Executive further acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of Telkonet, whether prepared by Executive or otherwise coming into Executive’s 's possession in the course of his employment with Telkonet, shall remain the exclusive property of Telkonet and shall not be removed from the premises of Telkonet without the prior written consent of Telkonet unless removed in relation to the performance of Executive’s 's duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “"Telkonet” " means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonet.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet TELKONET shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of TelkonetTELKONET, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet TELKONET and other unique processes, procedures, services and products of TelkonetTELKONET, which are regularly used in the operation of the business of Telkonet the TELKONET (collectively, the “Confidential Information”). ) For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet TELKONET or their clients and customers in the course of his employment with TelkonetTELKONET, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with TelkonetTELKONET. Executive further acknowledges and agrees that Executive owes TelkonetTELKONET, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of TelkonetTELKONET, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with TelkonetTELKONET, shall remain the exclusive property of Telkonet TELKONET and shall not be removed from the premises of Telkonet TELKONET without the prior written consent of Telkonet TELKONET unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of TelkonetTELKONET, shall be returned by Executive to TelkonetTELKONET. For purposes of this Section 9, “TelkonetTELKONET” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to TelkonetTELKONET.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet TELKONET shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of TelkonetTELKONET, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet TELKONET and ETHOSTREAM, and other unique processes, procedures, services and products of TelkonetETHOSTREAM and TELKONET, which are regularly used in the operation of the business of Telkonet the ETHOSTREAM and TELKONET (collectively, the “Confidential Information”). ) For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet ETHOSTREAM, TELKONET or their clients and customers in the course of his employment with TelkonetTELKONET, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with TelkonetTELKONET. Executive further acknowledges and agrees that Executive owes TelkonetETHOSTREAM and TELKONET, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of TelkonetETHOSTREAM and/or TELKONET, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with TelkonetTELKONET, shall remain the exclusive property of Telkonet TELKONET and shall not be removed from the premises of Telkonet ETHOSTREAM and/or TELKONET without the prior written consent of Telkonet TELKONET unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of TelkonetTELKONET, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to TelkonetTELKONET.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet TELKONET shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of TelkonetTELKONET, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet TELKONET and ETHOSTREAM, and other unique processes, procedures, services and products of TelkonetETHOSTREAM and TELKONET, which are regularly used in the operation of the business of Telkonet the ETHOSTREAM and TELKONET, (collectively, the “Confidential Information”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet ETHOSTREAM, TELKONET or their clients and customers in the course of his employment with TelkonetTELKONET, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with TelkonetTELKONET. Executive further acknowledges and agrees that Executive owes TelkonetETHOSTREAM and TELKONET, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of TelkonetETHOSTREAM and/or TELKONET, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with TelkonetTELKONET, shall remain the exclusive property of Telkonet TELKONET and shall not be removed from the premises of Telkonet ETHOSTREAM and/or TELKONET without the prior written consent of Telkonet TELKONET unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of TelkonetTELKONET, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to TelkonetETHOSTREAM.

Trade Secrets. Contemporaneous with (a) The parties acknowledge and agree that during Employee’s employment and in the execution course of this Agreement and during the term discharge of employment under this Agreementhis duties hereunder, Telkonet Employee shall deliver to Executive or permit Executive to have access to and become familiar acquainted with various confidential information concerning the operation and trade secrets processes of TelkonetEmployer, including without limitation, datafinancial, production methodspersonnel, customer listssales, product format or developmentsintellectual property, and other information concerning the business of Telkonet that is owned by Employer’s business, and other unique processes, procedures, services and products of Telkonet, which are regularly used in the operation of the business of Telkonet that such information constitutes Employer’s trade secrets (collectively, the “Confidential InformationTrade Secrets”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: . (ib) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive Employee specifically agrees that he shall not misuse, misappropriate, or disclose any of the Confidential Information that he receives from Telkonet or their clients and customers in the course of his employment with Telkonetsuch Trade Secrets, directly or indirectly, nor indirectly to any other person or use it them in any way, either during the term of this Agreement agreement or for a period of five (5) years at any other time thereafter, except as is required in the course of his employment with Telkonet. Executive further hereunder. (c) Employee acknowledges and agrees that Executive owes Telkonet, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure the sale or unauthorized use. All use or disclosure of any of Employer’s Trade Secrets obtained by Employee during the course of his employment with Employer, including information concerning Employer’s current or any future and proposed work, services, or products, the facts that any such work production, as well as any descriptions thereof, would constitute unfair trade practices and unauthorized use of the Employer’s Trade Secrets, whether such information is used during the term of Employee’s employment or at any other time thereafter. (d) Employee further agrees that all files, records, documents, drawings, graphics, processes, specifications, equipment equipment, and similar items relating to the business of TelkonetEmployer’s business, whether prepared by Executive Employee or otherwise coming into Executive’s possession in the course of his employment with Telkonetothers, are also considered Trade Secrets and that they are and shall remain exclusively the exclusive property of Telkonet Employer and that they shall not be removed from the premises of Telkonet without Employer only with the express prior written consent of Telkonet unless removed Employer. Employee shall not solicit or hire any client(s) or employee(s) of Employer for six (6) months following termination of employment. Trade Secrets do not include: (1) information that was in relation to the performance public domain at the time of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies disclosure; or (2) information that subsequently becomes part of such materials which have been removed from public knowledge or literature through a deliberate act of Employer or Employee as of the premises date of Telkonet, shall be returned by Executive to Telkonet. For purposes of this Section 9, “Telkonet” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to Telkonetbecoming public.

Trade Secrets. Contemporaneous with the execution of this Agreement and during the term of employment under this Agreement, Telkonet TELKONET shall deliver to Executive or permit Executive to have access to and become familiar with various confidential information and trade secrets of TelkonetTELKONET, including without limitation, data, production methods, customer lists, product format or developments, other information concerning the business of Telkonet TELKONET and other unique processes, procedures, services and products of TelkonetTELKONET, which are regularly used in the operation of the business of Telkonet TELKONET, (collectively, the “Confidential Information”). For purposes of the preceding sentence, information is not treated as being Confidential Information if it: (i) is or becomes generally available to the public other than by Executive in violation of this Agreement; (ii) is obtained by Executive in good faith from a third party who discloses such information to Executive on a non-confidential basis without violating any obligation of confidentiality or secrecy relating to the information disclosed; (iii) is independently developed by Executive outside the scope of his employment without use of Confidential Information; or (iv) is Executive’s personnel information. Executive shall not disclose any of the Confidential Information that he receives from Telkonet TELKONET or their clients and customers in the course of his employment with TelkonetTELKONET, directly or indirectly, nor use it in any way, either during the term of this Agreement or for a period of five (5) years thereafter, except as required in the course of employment with TelkonetTELKONET. Executive further acknowledges and agrees that Executive owes TelkonetTELKONET, a fiduciary duty to preserve and protect all Confidential Information from unauthorized disclosure or unauthorized use. All files, records, documents, drawings, graphics, processes, specifications, equipment and similar items relating to the business of TelkonetTELKONET, whether prepared by Executive or otherwise coming into Executive’s possession in the course of his employment with TelkonetTELKONET, shall remain the exclusive property of Telkonet TELKONET and shall not be removed from the premises of Telkonet TELKONET without the prior written consent of Telkonet TELKONET unless removed in relation to the performance of Executive’s duties under this Agreement. Any such files, records, documents, drawings, graphics, specifications, equipment and similar items, and any and all copies of such materials which have been removed from the premises of TelkonetTELKONET, shall be returned by Executive to TelkonetTELKONET. For purposes of this Section 9, “TelkonetTELKONET” means Telkonet, Inc., including its subsidiaries and affiliates and all successors and predecessors in interest to TelkonetTELKONET.