Common use of Unauthorized Disclosure Clause in Contracts

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, for purposes of this Section 4, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination or resignation of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company (and, if applicable, its predecessors), he has and will become acquainted with the Company's business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany's and its affiliates' and predecessors' operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the productsCompany's and its affiliates' and predecessors' business. Executive understands and acknowledges that such Confidential Information is confidential, promotions, development, financing, expansion plans, business policies and practices he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company Group and other forms Company; (ii) Executive is required by order of information considered a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company Group of such event, shall cooperate with the Company in attempting to be confidential obtain a protective order or in the nature of trade secrets (includingto otherwise restrict such disclosure, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). shall only disclose Confidential Information shall not include information that is to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company's industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationhe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company. The foregoing provisions shall be binding upon Executive's heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive Participant agrees and understands that in the ExecutiveParticipant’s position with the CompanyCompany Group, the Executive Participant has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive Participant agrees that at all times during the ExecutiveParticipant’s employment Employment with the Company and thereafter, the Executive Participant shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment Employment with the CompanyCompany Group, unless required by law to disclose such information, in which case the Executive Participant shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveParticipant’s employment Employment with the CompanyCompany Group, the Executive Participant shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Participant during or prior to the ExecutiveParticipant’s employment Employment with the CompanyCompany Group, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other non-public forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Company, except as may be required for the Executive to discharge his duties as an officer of the Company, and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company (or destroy, at the Company’s option) all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The During the term of this Agreement or at any later time, the Executive agrees and understands that in shall not, without the Executive’s position with written consent of a duly authorized executive officer of the Company, the Executive has been and will be exposed disclose to and has and will receive information relating to the confidential affairs any person (including an employee of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, softwareor a subsidiary of the Company), other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, any material confidential information concerning obtained by him while in the products, promotions, development, financing, expansion plans, business policies and practices employ of the Company Group and other forms or operating unit with respect to any of information considered by the Company Group to be confidential or in the nature of trade secrets (includingservices, without limitationproducts, ideas, research and development, know-howimprovements, formulas, technical datadesigns or styles, designsprocesses, drawingstrade secrets, specificationscustomers, customer and supplier lists, pricing and cost information and methods of distribution or business and marketing plans and proposals) practices (collectively, the “Confidential Information”). , the disclosure of which reasonably would be expected to materially damage the Company; provided, however, that for purposes of this Agreement, Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due disclosed to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive personal advisors incident to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with personal affairs, any information known generally to the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof public (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in connection with his employment with the same business or a business similar to that conducted by the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon the termination of the Executive’s employment with the Company, for whatever reason, the Executive shall promptly supply immediately return to the Company all propertyoriginals and copies of any and all documents containing any Confidential Information. The Executive agrees that any and all ideas, keysincluding but not limited to, notescomputer software programs, memorandainventions, writingsprocesses, listsnew methods of processing/production, filesreports or other work products and materials created or generated during the Executive’s employment by the Company shall become and remain the sole and exclusive property of the Company. The Executive further agrees that the Executive will have no interest in the Confidential Information of the Company, reportsincluding without limitation, customer listsno interest in the know-how, correspondencecopyright, tapestrademarks or trade names, disks, cards, surveys, maps, logs, machines, technical data and notwithstanding the fact that the Executive may have created or contributed to the Confidential Information. The Executive waives any other tangible product rights that the Executive may have with respect to the Confidential Information. The Executive agrees to immediately disclose to the Company all Confidential Information developed in whole or document which has been produced by, received in part by or otherwise submitted to the Executive during the Executive’s term of employment with the Company and to assign to the Company any right, title, or prior interest the Executive may have in the Confidential Information. The Executive agrees to execute any instruments and do all other things reasonably requested by the Company, both during and after the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced order to his) possession; provided that nothing vest more fully in this Employment Agreement or elsewhere shall prevent the Company all ownership rights in those items transferred by the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: (w) documents relating to his Executive’s personal benefits, entitlements and obligations; (x) documents relating to his Executive’s personal tax obligations; his (y) Executive’s desk calendar, rolodex, and the like; and (z) such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing or anything to the contrary in this Employment Agreement or any other agreement between Executive and any member of the Group, Executive shall be entitled to provide, without breaching this Employment Agreement or any such other agreement and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, Executive is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

Unauthorized Disclosure. The Executive Participant agrees and understands that in the Executivecourse of the Participant’s position with the CompanyService, the Executive Participant has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Company, its Subsidiaries and Affiliates (collectively, the “Group”), including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 4.1 6(a) or disclosure by a third party who is known by the Executive Participant to owe the Company an obligation of confidentiality with respect to such information. The Executive Participant agrees that at all times during the ExecutiveParticipant’s employment with the Company and thereafter, the Executive Participant shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyParticipant’s Service, unless required by law to disclose such information, in which case the Executive Participant shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveParticipant’s employment with the CompanyService, the Executive Participant shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Participant during or prior to the ExecutiveParticipant’s employment with the CompanyService, and any copies thereof in his the Participant’s (or reasonably capable of being reduced to hishis or her) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive Participant from retaining and utilizing: (i) documents relating to his the Participant’s personal benefits, entitlements and obligations; (ii) documents relating to his the Participant’s personal tax obligations; his (iii) the Participant’s desk calendar, rolodex, and the like; and (iv) such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Participant and any member of the Group, the Participant shall be entitled to provide, without breaching this Agreement or any such other agreement and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company (and, if applicable, its predecessors), he has and will become acquainted with the Company’s business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany’s and its affiliates’ and predecessors’ operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, other information concerning the business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”)) concerning the Company’s and its affiliates’ and predecessors’ business. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company’s industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationhe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company. The foregoing provisions shall be binding upon Executive’s heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive Employee agrees and understands that in the ExecutiveEmployee’s position with the Company, the Executive Employee has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company GroupCompany, the Parent, and their respective subsidiaries and affiliates (collectively, the “Entities”), including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Entities and other non-public forms of information considered by the Company Group Entities to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive Employee agrees that at all times during the ExecutiveEmployee’s employment with the Company Company, except as may be required for the Employee to discharge the Employee’s duties, and thereafter, the Executive Employee shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Employee’s employment with the Company, unless required by law to disclose such information, in which case the Executive Employee shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, temporal or geographical or territorial restriction. Upon termination of the ExecutiveEmployee’s employment with the Company, the Executive Employee shall promptly supply to the Company (or destroy, at the Company’s option) all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Employee during or prior to the ExecutiveEmployee’s employment with the Company, and any copies thereof in his the Employee’s (or reasonably capable of being reduced to histhe Employee’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s 's employment with the Company and thereafter, the Executive shall not disclose such Confidential Informationdisclose, either directly communicate, or indirectly, furnish to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of person any information that the Company and shall not use or attempt its affiliates have identified to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide in writing as confidential or proprietary information or that, even without such identification, the Company with written notice of such requirement Executive knows or should know to be confidential or proprietary information except for Permitted Disclosures (as far in advance of such anticipated disclosure as possibledefined below). This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company all propertyproperty including computers, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided . "Permitted Disclosure" means the disclosure of confidential or proprietary information that nothing (i) is made with the prior written consent of the Company, (ii) is required to be disclosed by law or legal process, or (iii) is made in this Employment Agreement or elsewhere shall prevent the course of the Executive's employment with the Company, but only to the extent the Executive from retaining and utilizing: documents relating reasonably deemed such disclosure necessary or appropriate to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and perform the like; and such other records and documents as may reasonably be approved by Executive's responsibilities on behalf of the Company or otherwise advance the interests of the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company (and, if applicable, its predecessors), he has been allowed to become, and will continue to be allowed to become, acquainted with the Company's and the Parent's business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company's, the Executive has been Parent's and will be exposed to their affiliates' and has predecessors' operations, business opportunities, price and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwarebusiness plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the productsCompany's, promotionsthe Parent's and their affiliates' and predecessors' business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, development, financing, expansion plans, business policies and practices he agrees not to disclose such Confidential Information to anyone outside the Company or the Parent except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company Group and other forms the Parent, (ii) Executive is required by order of information considered a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company Group or the Parent, as appropriate, of such event, shall cooperate with the Company or the Parent, as appropriate, in attempting to be confidential obtain a protective order or in the nature of trade secrets (includingto otherwise restrict such disclosure, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). shall only disclose Confidential Information shall not include information that is to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in the public or within Company's industry (the relevant trade or industry "Fluid-Control Industry"), other than due as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Fluid-Control Industry or has been published in a form generally available to the Executive’s violation of this Section 4.1 Fluid-Control Industry prior to the date Executive proposes to disclose or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to use such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company or the Parent. At such time as Executive shall cease to any individualbe employed by the Company, corporationhe will immediately turn over to the Company or the Parent, partnershipas appropriate, limited liability company, association, trust or other entity or organizationall Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive . The provisions of this Paragraph 4 shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon survive termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupCompany, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include ; provided, however, that information that is or becomes generally known available to the public or within the relevant trade or industry other than due to the Executive’s violation as a result of a breach of this Section 4.1 or disclosure by a third party who is known Agreement by the Executive shall not be considered to owe the Company an obligation of confidentiality with respect to such informationbe Confidential Information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice in accordance with Section 8(b) below of such requirement as far in advance of such anticipated disclosure as possiblepossible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Employee agrees and understands that in the Executive’s Employee's position with the CompanyEmployer, the Executive has been and Employee will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupEmployer and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Employer and its affiliates and other forms of information considered by the Company Group Employer and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Notwithstanding the foregoing, Confidential Information shall not include information that is generally known to now in or hereafter enters the public or within the relevant trade or industry other than due to the Executive’s violation domain without a breach of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such informationAgreement. The Executive Employee agrees that at all times during the Executive’s Employee's employment with the Company Employer and thereafter, the Executive Employee shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “"Person”") other than in connection with the Employee's employment with the Employer without the prior written consent of the Company Employer, and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyEmployer, unless required by law to disclose such information, in which case the Executive Employee shall provide the Company Employer with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s Employee's employment with the CompanyEmployer, the Executive Employee shall promptly supply to the Company Employer all property, computers, electronic information or other media, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Employee during or prior to the Executive’s Employee's employment with the CompanyEmployer, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere . The requirement regarding non-disclosure of information shall prevent exist during the Executive from retaining Term of the Employee's employment and utilizing: documents relating to indefinitely following his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytermination for any reason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, for purposes of this Section 4, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination or resignation of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product products or document documents, in each case which has have been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany and which are or contain Confidential Information, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company (and, if applicable, its predecessors), he has been allowed to become, and will continue to be allowed to become, acquainted with the Company’s and the Parent’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company’s, the Executive has been Parent’s and will be exposed to their affiliates’ and has predecessors’ operations, business opportunities, price and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwarebusiness plans, other information concerning the various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”)) concerning the Company’s, the Parent’s and their affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company or the Parent except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company and the Parent, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company or the Parent, as appropriate, of such event, shall cooperate with the Company or the Parent, as appropriate, in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in the public or within Company’s industry (the relevant trade or industry “Fluid-Control Industry”), other than due as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Fluid-Control Industry or has been published in a form generally available to the Executive’s violation of this Section 4.1 Fluid-Control Industry prior to the date Executive proposes to disclose or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to use such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company or the Parent. At such time as Executive shall cease to any individualbe employed by the Company, corporationhe will immediately turn over to the Company or the Parent, partnershipas appropriate, limited liability company, association, trust or other entity or organizationall Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive . The provisions of this Paragraph 4 shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon survive termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will may be exposed to to, and has and will may receive information relating to to, the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) its affiliates (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Informationdisclose, either directly communicate, or indirectly, furnish to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of person any information that the Company and shall not use or attempt its affiliates have identified to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide in writing as confidential or proprietary information or that, even without such identification, the Company with written notice of such requirement Executive knows or should know to be confidential or proprietary information except for Permitted Disclosures (as far in advance of such anticipated disclosure as possibledefined below). This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all propertyproperty including computers, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided . “Permitted Disclosure” means the disclosure of confidential or proprietary information that nothing (i) is made with the prior written consent of the Company, (ii) is required to be disclosed by law or legal process, or (iii) is made in this Employment Agreement or elsewhere shall prevent the course of the Executive’s employment with the Company, but only to the extent the Executive from retaining and utilizing: documents relating reasonably deemed such disclosure necessary or appropriate to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and perform the like; and such other records and documents as may reasonably be approved by Executive’s responsibilities on behalf of the Company or otherwise advance the interests of the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Partnership, the Company Groupand their respective Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Partnership, the Company Group and their respective Affiliates and other forms of information considered by the Partnership, the Company Group and their respective Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Partnership, the Company or industry other than due to their respective Affiliates; or (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, for purposes of this Section 4, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination or resignation of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Employee agrees and understands that in the ExecutiveEmployee’s position with the CompanyEmployer, the Executive has been and Employee will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupEmployer and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Employer and its affiliates and other forms of information considered by the Company Group Employer and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information that is generally known to now in or hereafter enters the public or within the relevant trade or industry other than due to the Executive’s violation domain without a breach of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such informationAgreement. The Executive Employee agrees that at all times during the ExecutiveEmployee’s employment with the Company Employer and thereafter, the Executive Employee shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Employee’s employment with the Employer without the prior written consent of the Company Employer, and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyEmployer, unless required by law to disclose such information, in which case the Executive Employee shall provide the Company Employer with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveEmployee’s employment with the CompanyEmployer, the Executive Employee shall promptly supply to the Company Employer all property, computers, electronic information or other media, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Employee during or prior to the ExecutiveEmployee’s employment with the CompanyEmployer, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere . The requirement regarding non-disclosure of information shall prevent exist during the Executive from retaining Term of the Employee’s employment and utilizing: documents relating to indefinitely following his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytermination for any reason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the The Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data understands and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided acknowledges that nothing in this Employment Agreement section limits the Executive’s ability to report possible violations of federal, state, or elsewhere shall prevent local law or regulation to any governmental agency or entity; to communicate with any government agencies or otherwise participate in any investigation or proceeding that may be conducted by any government agencies in connection with any charge or complaint, whether filed by the Executive from retaining and utilizing: documents relating Executive, on the Executive’s behalf, or by any other individual; or to his personal benefitsmake other disclosures that are protected under the whistleblower provisions of federal, entitlements and obligations; documents relating to his personal tax obligations; his desk calendarstate, rolodexor local law or regulation, and the likeExecutive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that the Executive has made such reports or disclosures. In addition, and anything herein to the contrary notwithstanding, the Executive is hereby given notice that the Executive shall not be criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (as defined by 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; and or disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other document filed in a lawsuit or other proceeding, if such other records and documents as may reasonably be approved by the Companyfiling is made under seal.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of her employment with the Company (and, if applicable, its predecessors), she has and will become acquainted with the Company's business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany's and its affiliates' and predecessors' operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the productsCompany's and its affiliates' and predecessors' business. Executive understands and acknowledges that such Confidential Information is confidential, promotions, development, financing, expansion plans, business policies and practices she agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing her duties on behalf of the Company Group and other forms Company; (ii) Executive is required by order of information considered a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company Group of such event, shall cooperate with the Company in attempting to be confidential obtain a protective order or in the nature of trade secrets (includingto otherwise restrict such disclosure, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). shall only disclose Confidential Information shall not include information that is to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company's industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that she will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationshe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by her during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the Company. The foregoing provisions shall be binding upon Executive's heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will continue to be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, including technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by that the Company Group and its affiliates consider to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). “Confidential Information shall Information” does not include any information that is becomes generally known available to the public or within the relevant trade or industry other than due to as a result of the Executive’s violation of this Section 4.1 public use, disclosure, or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such informationfault. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust person or entity other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information Confidential Information in any manner other than in connection with his employment with the Company, unless required by law to disclose such informationthe Confidential Information, in which case the Executive shall provide the Company with written notice of such the requirement as far in advance of such the anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which that has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupParent and its subsidiaries, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Parent and its subsidiaries and other forms of information considered by the Company Group Parent and its subsidiaries to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 ‎4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his the Executive’s personal benefits, entitlements and obligations; documents relating to his the Executive’s personal tax obligations; his the Executive’s desk calendar, rolodexaddress book, and the like; and such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees You agree and understands understand that in the Executive’s your position with the Company, the Executive has you have been and will be exposed to and has and will receive information relating to the confidential business affairs of the Company GroupCompany, including, without limitation, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices of the Company Group practices, and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”)secrets. Confidential Information shall not include information You agree that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s your employment with the Company and thereafter, the Executive you shall keep such information confidential and not disclose such Confidential Informationinformation, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any (unless such information is otherwise in the public domain through no fault of yours); provided, however, that nothing in this Section 1 shall prevent you, with or without the Company's consent, from (i) providing truthful testimony or otherwise cooperating in good faith with any manner other than investigation related to the business activities and practices of the Company and its officers and agents being conducted by a duly authorized agency of the federal or any state or local government or any duly appointed agent of the Board or any committee thereof or (ii) disclosing documents or information (a) in connection with his employment the performance of your duties hereunder to persons having commercial relationships or dealings with the Company, unless required so long as such disclosure is made by law to disclose such information, you (or at your direction) in which case the Executive shall provide good faith belief that it is in the best interests of the Company and such disclosure is not contrary to any direction of the Board or any committee thereof or internal or external legal counsel to the Company and (b) in connection with written notice any judicial or administrative investigation, inquiry or proceeding, provided that you are compelled to do so by court order or subpoena and notifies the Company as soon as practicable after the receipt of such requirement as far court order or subpoena (it being understood and agreed that no such order or subpoena shall be required in advance of such anticipated disclosure as possibleconnection with an inquiry or proceeding that is described in subclause (i) above). This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Companyyour employment, the Executive you shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and or any other tangible product or document which has been produced by, received by in your actual or otherwise submitted to constructive possession at the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable end of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyyour employment.

Unauthorized Disclosure. The Executive agrees You agree and understands understand that in the Executive’s your position with the Company, the Executive has you have been and will be exposed to and has have and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees You agree that at all times during the Executive’s your employment with the Company and thereafter, the Executive you shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his your employment with the Company, unless required by law to disclose such information, in which case the Executive you shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblepossible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s your employment with the Company, the Executive you shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive you during or prior to the Executive’s your employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to to, and has the Company hereby agrees that it will provide the Executive access to, confidential, proprietary, and will receive non-public information relating to the confidential affairs of the Company GroupCompany, its affiliates, and/or third parties including, without limitation, technical information, intellectual property, medical information, business and marketing plans, strategies, customer informationinformation and lists, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Informationnot, either directly or indirectly, : (i) disclose any Confidential Information to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof organization (each a “Person”) without the prior written consent of the Company and shall not Company; or (ii) use or attempt to use any such information Confidential Information, except, in any manner other than each case, in connection with his Executive’s employment with the Company, unless Company during the Term or required by law to disclose such informationlaw, in which case the Executive shall provide the Company with written notice of such requirement as far in advance as possible of such anticipated disclosure so as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of to enable the Company to seek (with Executive’s employment with cooperation) an appropriate protective order or confidential treatment. Nothing in this Section 4.1 shall prohibit the CompanyExecutive from disclosing Confidential Information that has become publicly available other than by disclosure by the Executive in violation of this Section 4.1, nor shall anything in this Agreement prohibit or restrict the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the Executive shall promptly supply to U.S. Securities and Exchange Commission, the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyU.S. Congress, and any copies thereof in his (agency Inspector General, or reasonably capable making other disclosures that are protected under the whistleblower provisions of being reduced to his) possession; provided that nothing in this Employment Agreement federal law or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyregulation.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other non-public forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Company, except as may be required for the Executive to discharge her duties as an officer of the Company, and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company (or destroy, at the Company’s option) all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his her (or reasonably capable of being reduced to hisher) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his her personal benefits, entitlements and obligations; documents relating to his her personal tax obligations; his her desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will continue to be exposed to and has and will continue to receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his the Executive’s personal benefits, entitlements and obligations; documents relating to his the Executive’s personal tax obligations; his the Executive’s desk calendar, rolodexaddress book, and the like; and such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to to, and has the Company hereby agrees that it will provide the Executive access to, confidential, proprietary, and will receive non-public information relating to the confidential affairs of the Company GroupCompany, its affiliates, and/or third parties including, without limitation, technical information, intellectual property, medical information, business and marketing plans, strategies, customer informationinformation and lists, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Informationnot, either directly or indirectly, : (i) disclose any Confidential Information to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof organization (each a “Person”) without the prior written consent of the Company and shall not Company; or (ii) use or attempt to use any such information Confidential Information, except, in any manner other than each case, in connection with his Executive’s employment with the Company, unless Company during the Term or required by law to disclose such informationlaw, in which case the Executive shall provide the Company with written notice of such requirement as far in advance as possible of such anticipated disclosure so as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of to enable the Company to seek (with Executive’s employment cooperation) an appropriate protective order or confidential treatment. Nothing in this Section 4.1 shall prohibit the Executive from disclosing Confidential Information that has become publicly available other than by disclosure by the Executive in violation of this Section 4.1, nor shall anything in this Agreement prohibit or restrict the Executive from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Further, in accordance with the CompanyDefend Trade Secrets Act of 2016, the Executive shall promptly supply not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to the Company all propertya federal, keysstate, notesor local government official, memorandaeither directly or indirectly, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the likean attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such other records and documents as may reasonably be approved by the Companyfiling is made under seal.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive received information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 5(a) or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Companymanner, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of Notwithstanding the Executive’s employment with the Companyforegoing, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of Investor, the Company GroupCompany, includingtheir Subsidiaries and/or Affiliates (as defined below), without limitation, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of Investor, the Company Group Company, their Subsidiaries and/or Affiliates and other forms of information considered by Investor or the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Confidential Information shall not include information that which is (a) now, or hereafter becomes, through no act or failure to act on the part of Executive (except those performed in the ordinary course of the Company's business), generally known or available to the public or within public, (b) rightfully received by the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by Executive from a third party who without confidentiality restrictions, and (c) is known independently developed by the Executive without reference to owe the Company an obligation of confidentiality with respect to such informationConfidential Information. The Executive agrees that at all times during the Executive’s employment with the Company Employment Term and thereafter, the Executive shall will keep the Confidential Information confidential and not disclose such Confidential Informationinformation, either directly or indirectly, except in the ordinary course of performance of the Company's business, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use Chairman of the Board or attempt to use any such information in any manner other than in connection with his employment with the CompanyBoard, unless required to do so by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possibleor court order. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Companythis Agreement, the Executive shall will promptly supply surrender to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and or any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to after the date on which he was first employed by the Company and is still in the Executive’s 's possession or control. As used herein, "Affiliate" means, with respect to any person, any person directly or indirectly controlling, controlled by, or under common control with such person. For a period of 6 months following the end of the Executive's employment with the Company, and any copies thereof in his (the Company will redirect all personal email received at todd@webgenesis.com or reasonably capable of being reduced todd@theglobe.com to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyan email addrxxx xxxxxxxxx xx xxe Exxxxxxxx.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual propertypropetty, business and marketing plans, strategies, customer information, software, other information concerning conceming the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s 's violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s 's employment with the Company and thereafter, except as the Executive reasonably determines is required to discharge his responsibilities hereunder, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government govemment or political subdivision or an agency or instrumentality thereof (each thereof(each a “"Person”") without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement limits, restricts or elsewhere shall prevent in any other way affects the Executive's communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity that do not constitute attorney-client privileged information of the Company or its affiliates. In addition, the Executive acknowledges that he has received notice of the immunity from retaining and utilizing: documents relating liability to his personal benefits, entitlements and obligations; documents relating which he is entitled for the disclosure of confidential information or a trade secret to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.6

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 5.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, NAI-1535116310v4 EXECUTION VERSION without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will continue to be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, including technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by that the Company Group and its affiliates consider to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). “Confidential Information shall Information” does not include any information that is becomes generally known available to the public or within the relevant trade or industry other than due to as a result of the ExecutiveEmployee’s violation of this Section 4.1 public use, disclosure, or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such informationfault. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust person or entity other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information Confidential Information in any manner other than in connection with his employment with the Company, unless required by law to disclose such informationthe Confidential Information, in which case the Executive shall provide the Company with written notice of such the requirement as far in advance of such the anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 5 employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which that has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of her employment with the Company (and, if applicable, its predecessors), she has and will become acquainted with the Company’s business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany’s and its affiliates’ and predecessors’ operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, other information concerning the business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”)) concerning the Company’s and its affiliates’ and predecessors’ business. Executive understands and acknowledges that such Confidential Information is confidential, and she agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing her duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company’s industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that she will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationshe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by her during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the Company. The foregoing provisions shall be binding upon Executive’s heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. (a) The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyCompany or to the extent reasonably necessary for the Executive to enforce any of his rights with respect to any performance-based compensation, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblepracticable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; . Notwithstanding the foregoing, the Executive shall be permitted to retain his personal papers (provided that nothing in this Employment Agreement or elsewhere shall prevent such papers do not contain any Confidential Information related to the Executive from retaining and utilizing: documents Company), any information relating to his personal benefitscompensation, other entitlements or obligations, any information he reasonably believes is necessary for tax purposes and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company (and, if applicable, its predecessors), he has been allowed to become, and will continue to be allowed to become, acquainted with the Company's and the Parent's business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Company's, the Executive has been Parent's and will be exposed to their affiliates' and has predecessors' operations, business opportunities, price and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwarebusiness plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the productsCompany's, promotionsthe Parent's and their affiliates' and predecessors' business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, development, financing, expansion plans, business policies and practices he agrees not to disclose such Confidential Information to anyone outside the Company or the Parent except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company Group and other forms the Parent, (ii) Executive is required by order of information considered a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company Group or the Parent, as appropriate, of such event, shall cooperate with the Company or the Parent, as appropriate, in attempting to be confidential obtain a protective order or in the nature of trade secrets (includingto otherwise restrict such disclosure, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). shall only disclose Confidential Information shall not include information that is to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in the public or within Company's industry (the relevant trade or industry "Fluid-Control Industry"), other than due as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Fluid- Control Industry or has been published in a form generally available to the Executive’s violation of this Section 4.1 Fluid-Control Industry prior to the date Executive proposes to disclose or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to use such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company or the Parent. At such time as Executive shall cease to any individualbe employed by the Company, corporationhe will immediately turn over to the Company or the Parent, partnershipas appropriate, limited liability company, association, trust or other entity or organizationall Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive . The provisions of this Paragraph 4 shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon survive termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblereasonably practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof thereof, in his each case, to the extent remaining in the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.to

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of her employment with the Company (and, if applicable, its predecessors), she has and will become acquainted with the Company's business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany's and its affiliates' and predecessors' operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the productsCompany's and its affiliates' and predecessors' business. Executive understands and acknowledges that such Confidential Information is confidential, promotions, development, financing, expansion plans, business policies and practices she agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing her duties on behalf of the Company Group and other forms Company; (ii) Executive is required by order of information considered a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company Group of such event, shall cooperate with the Company in attempting to be confidential obtain a protective order or in the nature of trade secrets (includingto otherwise restrict such disclosure, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). shall only disclose Confidential Information shall not include information that is to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company's industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that she will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationshe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the Company. The foregoing provisions shall be binding upon Executive's heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The (a) Executive agrees that all Confidential Information (as hereinafter defined) is and understands that shall be the exclusive property of the Companies to be used only in the Executive’s position performance of his duties for the Companies. Executive shall not, without the written consent of the Board or a person authorized thereby, knowingly or negligently disclose to any person, other than as required by law or court order, or other than to an authorized employee of the Companies, or to a person to whom disclosure is necessary or appropriate in connection with the Company, performance by the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of his duties as an executive of the Company GroupCompanies, any Confidential Information obtained by him while in the employ of the Companies. Executive shall be allowed to disclose Confidential Information to his attorney solely for the purpose of ascertaining whether such information is confidential within the intent of this Agreement; provided, however, that Executive (i) discloses to his attorney the provisions of this Section 5 and (ii) agrees not to waive the attorney-client privilege with respect thereto. (b) For the purposes hereof, "Confidential Information" shall mean any confidential or secret information, know-how or data of the Companies, whether or not in writing, including, without limitationbut not limited to, technical informationinventions, intellectual propertyproducts, business and marketing processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, strategiesresearch data, clinical data, financial data, personnel data, computer programs and customer informationand supplier lists, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices Intellectual Property (as hereinafter defined) of the Company Group and Companies; provided, however, that the term "Confidential Information" shall not include any information that (A) is now in or subsequently enters the public domain through means other forms than direct or indirect disclosure by any party hereto in violation of information considered the terms of this Agreement, or (B) is lawfully communicated to Executive by a third party, free of any confidential obligation, subsequent to the Company Group time of communication thereof by, through or on behalf of the Companies, or (C) is required by any governmental or regulatory authority having jurisdiction or by court order to be confidential disclosed, provided, however that the Executive provides prior written notice to the Companies of such disclosure and takes all reasonable and lawful actions to avoid and/or minimize the extent of such disclosure. Executive agrees that his obligation not to disclose or in the nature use such Confidential Information extends to such types of trade secrets (including, without limitation, ideas, research and developmentinformation, know-how, formulasrecords, technical dataand tangible property of customers of the Companies, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, or suppliers of the “Confidential Information”). Confidential Information shall not include information that is generally known Companies or other third parties who may have disclosed or entrusted the same to the public Companies or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to in the Executive’s employment with course of the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the CompanyCompanies' business.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not intentionally disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, except in the good faith performance of his duties to the Company, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other non-public forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s 's employment with the Company Company, except as may be required for the Executive to discharge her duties as an officer of the Company, and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company (or destroy, at the Company's option) all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his her (or reasonably capable of being reduced to hisher) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his her personal benefits, entitlements and obligations; documents relating to his her personal tax obligations; his her desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has received and will receive information relating to the confidential affairs of the Company GroupCompany, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 3.1 or disclosure by a third party who is known by without binder of secrecy, provided that, to the Executive best of your knowledge, such third party has no obligation to owe the Company an obligation of confidentiality with respect company to maintain such informationinformation in confidence. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyCompany or to enforce the terms of this Agreement, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company relating to the confidential affairs of the Company, and any electronic or other copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; , documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; , and such other records and documents as may reasonably be approved by the Company. The foregoing shall not apply to any information in Executive’s possession that is both related to a Permitted Activity and that is not Confidential Information.

Unauthorized Disclosure. The Executive Yohrling agrees and understands that in the Executive’s his position with the Company, the Executive Yohrling has been and will continue to be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Company, its affiliates, and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive Yohrling agrees that at all times during the Executive’s employment with the Company Consulting Period and for 10 years thereafter, the Executive shall Yohrling will not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and Company; provided, however, that (i) Yohrling shall not use or attempt have no such obligation to use any the extent such information in any manner is or becomes publicly known other than in connection with as a result of Yohrling’s breach of his employment with obligations hereunder and (ii) Yohrling may, after giving prior notice to the CompanyCompany to the extent practicable under the circumstances, unless disclose such information to the extent required by applicable law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possibleor governmental regulation or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon the termination of the Executive’s employment with Consulting Period, Yohrling will, to the Companyextent requested by the Company in writing, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and or any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Yohrling during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the CompanyConsulting Period.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to hisher) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his the Executive’s personal benefits, entitlements and obligations; documents relating to his the Executive’s personal tax obligations; his the Executive’s desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Affiliated Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Affiliated Group and other forms of information considered by the Company Affiliated Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Notwithstanding the foregoing, Confidential Information shall not include any and all information that is generally known readily available to the public or within the relevant trade or industry (other than due to as a result of the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information's unauthorized disclosure). The Executive agrees that at all times during the Executive’s 's employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “"Person”) "), without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive's employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblepossible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the CompanyCompany or any member of the Company Affiliated Group, and any copies thereof in his the Executive's (or reasonably capable of being reduced to histhe Executive's) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Participant agrees and understands that in the Executivecourse of the Participant’s position with the CompanyService, the Executive Participant has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Company, its Subsidiaries and Affiliates (collectively, the “Group”), including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 4.1 9(a) or disclosure by a third party who is known by the Executive Participant to owe the Company an obligation of confidentiality with respect to such information. The Executive Participant agrees that at all times during the ExecutiveParticipant’s employment with the Company and thereafter, the Executive Participant shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyParticipant’s Service, unless required by law to disclose such information, in which case the Executive Participant shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveParticipant’s employment with the CompanyService, the Executive Participant shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Participant during or prior to the ExecutiveParticipant’s employment with the CompanyService, and any copies thereof in his the Participant’s (or reasonably capable of being reduced to hishis or her) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive Participant from retaining and utilizing: (i) documents relating to his the Participant’s personal benefits, entitlements and obligations; (ii) documents relating to his the Participant’s personal tax obligations; his (iii) the Participant’s desk calendar, rolodex, and the like; and (iv) such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Participant and any member of the Group, the Participant shall be entitled to provide, without breaching this Agreement or any such other agreement and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the NAI-1535115226v4 Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement limits, restricts or elsewhere shall prevent in any other way affects the Executive from retaining Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity that do not constitute attorney-client privileged information of the Company and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyits affiliates.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Companyhis capacity as an executive officer of IEC, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupIEC, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group IEC and other forms of information considered by the Company Group IEC to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company IEC and thereafter, the (i) Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with Executive’s employment with IEC without the IEC’s prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyIEC, unless required by law to disclose such information, in which case the Executive shall provide the Company IEC with written notice of such requirement as far in advance of such anticipated disclosure as possible; (ii) Executive shall not delete, encrypt, password, protect or retain electronic files containing Confidential Information, or IEC materials (including emails and attachments) and (iii) Executive shall not take any other action that impairs, restricts, limits or impedes IEC’s ability to have full access and to use its Confidential Information. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyIEC, the Executive shall promptly supply to the Company IEC all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyIEC, and any copies thereof in his (or reasonably capable of being reduced to his) possession. At the end of Executive’s employment, Executive also agrees not to make IEC materials and data difficult to access. Specifically, Executive agrees (i) not to delete or alter any IEC documents, or destroy or throw away materials; provided that nothing in this Employment Agreement (ii) not to password protect or elsewhere shall prevent encrypt or reformat IEC documents; (iii) not to download IEC information or forward electronic files from the Executive from retaining and utilizing: documents relating IEC computer systems to his personal benefitsany other location; (iv) not access the IEC computer system, entitlements and obligations; documents relating to his personal tax obligations; his desk calendaremail system or voicemail system, rolodex, and the likeincluding by remote access; and (v) not to solicit the assistance of any IEC employee or contractor to assist Executive in connection with such other records and documents as may reasonably be approved by the Companyactions.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive [has been and and] will be exposed to and [has and and] will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 ‎4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to hisher) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his the Executive’s personal benefits, entitlements and obligations; documents relating to his the Executive’s personal tax obligations; his the Executive’s desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, provided that such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of Investor, the Company GroupCompany, includingtheir Subsidiaries and/or Affiliates (as defined below), without limitation, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of Investor, the Company Group Company, their Subsidiaries and/or Affiliates and other forms of information considered by Investor or the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Confidential Information shall not include information that which is (a) now, or hereafter becomes, through no act or failure to act on the part of Executive (except those performed in the ordinary course of the Company's business), generally known or available to the public or within public, (b) rightfully received by the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by Executive from a third party who without confidentiality restrictions, and (c) is known independently developed by the Executive without reference to owe the Company an obligation of confidentiality with respect to such informationConfidential Information. The Executive agrees that at all times during the Executive’s employment with the Company Employment Term and thereafter, the Executive shall will keep the Confidential Information confidential and not disclose such Confidential Informationinformation, either directly or indirectly, except in the ordinary course of performance of the Company's business, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use Chairman of the Board or attempt to use any such information in any manner other than in connection with his employment with the CompanyBoard, unless required to do so by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possibleor court order. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Companythis Agreement, the Executive shall will promptly supply surrender to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and or any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to after the date on which he was first employed by the Company and is still in the Executive’s 's possession or control. As used herein, "Affiliate" means, with respect to any person, any person directly or indirectly controlling, controlled by, or under common control with such person. For a period of 6 months following the end of the Executive's employment with the Company, and any copies thereof in his (the Company will redirect all personal email received at stephan@webgenesis.com or reasonably capable of being reduced stephan@theglobe.com to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyan email xxxxxxx xxxxxxxxx xx xhe Exxxxxxxx.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the Company and the predecessor to the Company’s MMS Business Unit, the Executive has been and will be exposed to and he has and will receive continue to be brought into frequent contact with, has had and will continue to have access to and become informed of confidential and proprietary information relating to the confidential affairs of the Company GroupCompany’s and its affiliates’, includingand particularly the MMS Business Unit’s, without limitationbusiness affairs, technical information, intellectual propertytrade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to, methods of operations, business opportunities, business methods and marketing plansprocesses, strategiesprice and cost information, finance, customer information, softwareproduct and service development information, other information concerning the production methodologies and processes, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”). Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company’s industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, with the Company. At such time as Executive shall cease to any individualbe employed by the Company, corporation, partnership, limited liability company, association, trust or other entity or organizationhe will immediately turn over to the Company all Confidential Information, including a government papers, documents, writings, electronically stored information, other property, and all copies of them provided to or political subdivision or an agency or instrumentality thereof (each a “Person”) without created by him during the prior written consent course of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company. The foregoing provisions shall be binding upon Executive’s heirs, unless required by law to disclose such informationsuccessors, in which case and legal representatives and shall survive the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and this Agreement for any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with the CompanyMPL (and, the Executive has been and will be exposed to and if applicable, its predecessors), he has and will receive information relating become acquainted with MPL’s and the Company’s business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany’s and its affiliates’ and predecessors’ operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, other information concerning the business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”)) concerning the Company’s and its affiliates’ and predecessors’ business. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company or its subsidiary companies except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company or MPL; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company’s industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose . At such information, in which case the time as Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporalcease to be employed by MPL, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply he will immediately turn over to the Company all propertyConfidential Information, keysincluding papers, notes, memorandadocuments, writings, listselectronically stored information, filesother property, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product all copies of them provided to or document which has been produced by, received created by or otherwise submitted to him during the Executive during or prior to the course of his employment with MPL. The foregoing provisions shall be binding upon Executive’s employment with the Companyheirs, successors, and legal representatives and shall survive the termination of this Agreement for any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 4.2 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Except as the Executive reasonably determines necessary to discharge his duties or otherwise as provided in Section 4.8, the Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof organization (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent . To the extent the Executive maintains and Confidential Information or material of the Company on any personal computer, email account, PDA, cloud, or other storage device, the Executive agrees to fully cooperate with the Company in permanently removing such information and material from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companydevices.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; obligations; documents relating to his personal tax obligations; obligations; his desk calendar, rolodex, and the like; like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands Lear acknowledges that in the Executive’s position given Lear'x xxxationship with the Company, Lear has and will transfer certain information to the Executive Company and/or Donnxxxx, xxd has been and will be exposed to and has received and will receive information relating to the confidential affairs of the Company GroupCompany, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (includingcollectively, the "Confidential Information"). The term Confidential Information shall include, without limitation, ideasinformation relating to the Company's manuals, research and developmentprocedures, know-how, formulas, technical dataProducts, designs, drawingstechnology, specificationspractices, customer pricing, and supplier listsmethods of designing, pricing engineering, testing and cost information manufacturing Products except technology know-how and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known other intellectual property rights licensed by Lear to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such informationCompany. The Executive Lear agrees that at all times that, during the Executive’s employment with the Company Term and thereafter, it will keep all Confidential Information strictly confidential; during the Executive shall Term it will not use any Confidential Information except on behalf of the Company; and during the Term and thereafter it will not disclose such any Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possibleDonnxxxx. This Xxis confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Companythis Agreement, the Executive shall Lear will promptly supply deliver to the Company all property, keys, Donnxxxx xxx notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machinesdata, technical data and drawings or any other tangible product or document which that has been produced by, received by or otherwise submitted to the Executive Lear during or prior to the Executive’s employment with the Company, and any copies thereof in his (Term which constitutes or reasonably capable embodies Confidential Information of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Employee agrees and understands that in the Executive’s Employee's position with the Company, the Executive Employee has been and will be exposed to and has and will receive received information relating to the confidential affairs of the Company GroupCompany, includingits subsidiaries and affiliates, without limitation, including but not limited to technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group Company, its subsidiaries and affiliates, and other forms of information considered by the Company Group to be confidential or and/or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). The term Confidential Information shall not include any information that which is generally known known, or becomes known, to the general public or within through no wrongful act on the relevant trade or industry other than due to part of the Executive’s violation Employee. The Employee agrees that from and after the date of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafterAgreement, the Executive shall Employee will not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with Company. In the Company, unless event that the Employee becomes legally required by law to disclose such informationany Confidential Information, in which case the Executive shall he will provide the Company with written prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6(b) to permit a particular disclosure. In the event that such requirement as far in advance protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of such anticipated disclosure as possiblethis Section 6(b) to permit a particular disclosure, the Employee will furnish only that portion of the Confidential Information which he is legally required to disclose and, at the Company's expense, will cooperate with the efforts of the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall The Employee will promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and or any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Employee during or prior to the Executive’s Employee's employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Participant agrees and understands that in the Executivecourse of the Participant’s position with the CompanyService, the Executive Participant has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Company, its Subsidiaries and Affiliates (collectively, the “Group”), including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, 267833885 v2 research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 4.1 6(a) or disclosure by a third party who is known by the Executive Participant to owe the Company an obligation of confidentiality with respect to such information. The Executive Participant agrees that at all times during the ExecutiveParticipant’s employment with the Company and thereafter, the Executive Participant shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyParticipant’s Service, unless required by law to disclose such information, in which case the Executive Participant shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveParticipant’s employment with the CompanyService, the Executive Participant shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Participant during or prior to the ExecutiveParticipant’s employment with the CompanyService, and any copies thereof in his the Participant’s (or reasonably capable of being reduced to hishis or her) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive Participant from retaining and utilizing: (i) documents relating to his the Participant’s personal benefits, entitlements and obligations; (ii) documents relating to his the Participant’s personal tax obligations; his (iii) the Participant’s desk calendar, rolodex, and the like; and (iv) such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Participant and any member of the Group, the Participant shall be entitled to provide, without breaching this Agreement or any such other agreement and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

Unauthorized Disclosure. The Executive agrees and understands that that, in the Executive’s position with the Company, the Executive has been and will be exposed to to, and has received and will receive receive, information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, and business policies and practices of the Company Group and its Affiliates, and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information information, and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall does not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company or any of its Affiliates an obligation of confidentiality with respect to such information. The Executive agrees that that, at all times during the Executive’s employment with the Company and thereafter, the Executive shall will not disclose such any Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust trust, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall will not use or attempt to use any such information in any manner manner, in each case other than in connection with his employment with the Companyperformance of the Executive’s services hereunder, unless required by law to disclose such information, in which case the Executive shall agrees to provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical geographical, or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall agrees to promptly supply return to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data data, and any other tangible product or document which that has been produced by, received by by, or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided provided, that nothing in this Employment Agreement the Executive shall be entitled to retain (a) personal items, (b) the Executive’s rolodex or elsewhere shall other list of contacts, and (c) information relating to the Executive’s compensation, employee benefits and tax records. Nothing herein is intended to prevent or restrict the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein is intended to impair the Executive’s right to communicate, cooperate, or file a complaint with any U.S. federal, state, or local governmental or law enforcement branch, agency, or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state, or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case that are protected under the whistleblower or similar provisions of any such law or regulation, provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein is intended to his personal benefitsimpair the Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state, or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be was exposed to and has and will receive received information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-know- how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 5(b) or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive shall not disclose any Confidential Information to any person following Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company Company, and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Companymanner, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblereasonably practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the The Executive shall promptly supply has supplied to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany (other than any documents relating to the Executive’s employment, benefits, personal tax related-matters or personal contacts), and any copies thereof thereof, in his each case, to the extent remaining in the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, employee lists and compensation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, financing and expansion plans, business policies and practices of the Company Group and other non-public forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Company, except as may be required for Executive to discharge Executive’s duties as a director, employee or an officer of the Company, and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless (i) required by law or court order to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblereasonably possible and use Executive’s best efforts to consult with the Board prior to such anticipated disclosure; (ii) during the course of or in connection with any actual or potential litigation, arbitration, or other proceeding based upon or in connection with the subject matter of this Agreement or otherwise related to Executive’s employment with the Company; (iii) as may be necessary or appropriate to conduct Executive’s duties hereunder; (iv) such information has become public other than by reason of a breach by Executive of this Section 6(a); or (v) the information is generally known to persons involved in the Company’s trade or business. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyCompany for any reason, the Executive shall promptly supply deliver to the Company (or, at the Company’s option, destroy (and provide a certification of such destruction)) all property, keys, notes, electronic storage media, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s ) possession, as well as all computers of the Company provided to Executive; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: utilizing copies of documents relating to his Executive’s employment or personal benefits, entitlements and obligationsobligations (including employment agreements, confidentiality agreements, stock options award agreements and severance agreements); documents relating to his Executive’s personal tax obligations; his desk the data and entries from Executive’s contacts and calendar, rolodex, and the like; Executive’s personal emails; and such other records and documents as may reasonably be approved by the Company (items covered by this proviso are referred to herein as the “Personal Documents”). Executive will not disclose to Company, use in connection with performance of his duties to the Company, or induce Company to use any proprietary information or trade secrets of third parties, in each case, with knowledge and intent and in violation of any confidentiality restrictions to which he is subject, unless the Company is specifically authorized by such third parties to obtain or use such proprietary information or trade secrets.

Unauthorized Disclosure. (a) The Executive agrees and ----------------------- understands that in due to the Executive’s 's position with the Company, both prior and subsequent to the date of this Agreement, the Executive has been and will be exposed to to, and has received and will receive receive, confidential and proprietary information of the Company or relating to the confidential Company's business or affairs of that constitute trade secrets as defined by the Company GroupUniform Trade Secrets Act, includingCalifornia Civil Code (S) 3426, without limitationet seq. (collectively, the "Trade Secrets"), including but not limited to technical information, intellectual propertyproduct information and formulae, processes, business and marketing plans, strategies, customer information, software, other information concerning the Company's products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be proprietary and confidential or and in the nature of trade secrets secrets. Except to the extent that the proper performance of the Executive's duties, services and responsibilities hereunder may require disclosure, and except as such information (i) was known to the Executive prior to his employment by the Company (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposalshis employment by the Company prior to the date of this Agreement) or (collectively, the “Confidential Information”). Confidential Information shall not include information that is ii) was or becomes generally known available to the public or within the relevant trade or industry other than due to as a result of a disclosure by the Executive’s Executive in violation of the provisions of this Section 4.1 or disclosure by a third party who is known by 3.1(a), the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that during the balance of his employment and during the Consulting Period and at all times during the Executive’s employment with the Company and thereafter, thereafter the Executive shall will keep such Trade Secrets confidential and will not disclose such Confidential Informationinformation, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of On the Executive’s employment with the CompanyConsulting Commencement Date, the Executive shall will promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and data, formulae or any other tangible product or document document, and any and all copies, duplicates or reproductions thereof, which has been produced by, received by or otherwise submitted to the Executive during or prior to in the Executive’s course of his employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any other member of the Company Group, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe any member of the Company Group an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Group and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company Group and shall not use or attempt to use any such information in any manner other than in connection with his her employment with the CompanyCompany Group, unless required by law to disclose such information, in which case the Executive shall provide the Company Group with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyCompany Group, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany Group, and any copies thereof in his her (or reasonably capable of being reduced to hisher) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any other member of the Company Group, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe any member of the Company Group an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Group and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company Group and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyCompany Group, unless required by law to disclose such information, in which case the Executive shall provide the Company Group with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyCompany Group, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany Group, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public not in violation of this Employment Agreement or within any written policy of the relevant trade Company; or industry other than due to (ii) was in the Executive’s violation of this Section 4.1 possession or disclosure by knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive’s confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product products or document documents, in each case which has have been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany and which are or contain Confidential Information, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafterCompany, the Executive shall not disclose such Confidential Information, either directly or indirectly, Information to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) ), except in connection with Executive’s employment with the Company, and shall not disclose any Confidential Information to any Person following Executive’s employment with the Company without the prior written consent of the Company Company, and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblereasonably practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany (other than any documents relating to the Executive’s employment, benefits, personal tax related-matters or personal contacts), and any copies thereof thereof, in his each case, to the extent remaining in the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyEmployer, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Employer and other members of the Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company Employer and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Employer without the prior written consent of the Company Employer and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyEmployer, unless required by law to disclose such information, in which case the Executive shall provide the Company Employer with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. No provision of this Section 4.1 shall prevent the Executive from making a protected disclosure in accordance with the provisions of the Employment Rights Xxx 0000. Upon termination of the Executive’s employment with the CompanyEmployer, the Executive shall promptly supply to the Company Employer all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyEmployer, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands acknowledges that in the Executive’s position course of his employment with MPL (and, if applicable, its predecessors), he has and will become acquainted with the Company’s and MPL’s business affairs, the Executive has been information, trade secrets, and will be exposed to and has and will receive information relating other matters which are of a proprietary or confidential nature, including but not limited to the confidential affairs of the Company GroupCompany’s and its affiliates’ and predecessors’ operations, includingbusiness opportunities, without limitation, technical price and cost information, intellectual property, business and marketing plans, strategiesfinance, customer information, softwareproduct development information, other information concerning the business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, promotionsprocesses, developmentservices, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) knowledge (collectively, collectively the “Confidential Information”)) concerning the Company’s and its affiliates’ and predecessors’ business. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company or MPL; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall not include information that is promptly inform the Company and MPL of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the public or within the relevant trade or industry Company’s industry, other than due to the as a result of any action or inaction by Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the . Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive further agrees that he will not during employment and/or at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose any time thereafter use such Confidential InformationInformation in competing, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose . At such information, in which case the time as Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporalcease to be employed by MPL, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply he will immediately turn over to the Company all propertyConfidential Information, keysincluding papers, notes, memorandadocuments, writings, listselectronically stored information, filesother property, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product all copies of them provided to or document which has been produced by, received created by or otherwise submitted to him during the Executive during or prior to the course of his employment with MPL. The foregoing provisions shall be binding upon Executive’s employment with the Companyheirs, successors, and legal representatives and shall survive the termination of this Agreement for any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companyreason.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position positions with Sooner, MRM Corporation and the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its subsidiaries and affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its subsidiaries and affiliates and other forms of information considered by the Company Group and its subsidiaries and affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive Grantee agrees and understands that in the ExecutiveGrantee’s position with the CompanyCompany Group, the Executive Grantee has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the ExecutiveGrantee’s violation of this Section 4.1 7.1 or disclosure by a third party who is known by the Executive Grantee to owe the Company an obligation of confidentiality with respect to such information. The Executive Grantee agrees that at all times during the ExecutiveGrantee’s employment with the Company Group and thereafter, the Executive Grantee shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyCompany Group, unless required by law to disclose such information, in which case the Executive Grantee shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveGrantee’s employment with any member of the CompanyCompany Group, the Executive Grantee shall promptly supply to the Company such member all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Grantee during or prior to the ExecutiveGrantee’s employment with the CompanyCompany Group, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the CompanyCompany and any Affiliates, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). ; provided, however, that Confidential Information shall not include information that which (i) is or becomes generally known available to the public or within the relevant trade or industry other than due to the Executive’s not in violation of this Section 4.1 Employment Agreement or disclosure by any written policy of the Company; or (ii) was in the Executive's possession or knowledge on a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect non-confidential basis prior to such informationdisclosure. The Executive agrees that at all times during the Executive’s 's employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, for purposes of this Section 4, a “"Person”") without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive's employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This Executive's confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination or resignation of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his Executive's (or reasonably capable of being reduced to hisExecutive's) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Advisor agrees and understands that in the Executive’s its position with the Company, the Executive has been and it will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupCompany, including, without limitationbut not limited to, research programs and results, data, scientific concepts, inventions and technical informationinformation (collectively, intellectual property“Company IP”), business and marketing plans, strategies, customer information, software, other information concerning the Company’s research and development activities, products, promotions, development, financing, expansion plans, business policies and practices of the Company Group practices, and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”)secrets. Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive Advisor agrees that at all times during the Executive’s employment with the Company Term and thereafter, the Executive shall Advisor will keep such information confidential and will not disclose such Confidential Informationinformation, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust third person or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and Company; provided, however, that (i) Advisor shall not use or attempt have no such obligation to use any the extent such information is or becomes publicly known or generally known in any manner the Company’s industry other than in connection with his employment with as a result of Advisor’s breach of its obligations hereunder and (ii) Advisor may, after giving prior notice to the CompanyCompany to the extent practicable under the circumstances, unless disclose such information to the extent required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possibleapplicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyTerm, the Executive shall Advisor will promptly supply return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data data, other product or document, and any other tangible product summary or document compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to Advisor in the Executive course or otherwise as a result of Advisor’s position with the Company during or prior to the Executive’s employment with the CompanyTerm, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing the Company shall retain such materials and make them available to Advisor if requested by it in this Employment Agreement or elsewhere shall prevent connection with any litigation against Advisor under circumstances in which (i) Advisor demonstrates to the Executive from retaining reasonable satisfaction of the Company that the materials are useful to its defense in the litigation and utilizing: documents relating (ii) the confidentiality of the materials is preserved to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by reasonable satisfaction of the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with Sooner and the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the Executive’s employment with the Company without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided provided, however, that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining may retain his full rolodex or similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive non-public information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other non-public forms of information considered by the Company Group and its affiliates to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s 's employment with the Company Company, except as may be required for the Executive to discharge his duties as an officer of the Company, and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company (or destroy, at the Company's option) all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer customer· and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees You agree and understands understand that in your positions with PVF Holdings LLC, XxXxxxxx Red Man Holding Corporation (the Executive’s position with the “Company”) and XxXxxxxx Red Man Corporation, the Executive has you have been and will be exposed to and has have and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees You agree that at all times during the Executive’s employment your period of service with the Company and its affiliates and thereafter, the Executive you shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with the provision of your services to the Company and its affiliates without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Companyprovision of your services to the Company and its affiliates, unless required by law to disclose such information, in which case the Executive you shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. Nothing in this Section 1 shall prohibit you from disclosing or using Confidential Information which has become publicly available other than by your disclosure in violation of this Section 1. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon the termination of your service to the Executive’s employment with the CompanyCompany and its affiliates, the Executive you shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to you during the Executive during or prior course of your service to the Executive’s employment with the CompanyCompany and its affiliates, and any copies thereof in his your (or reasonably capable of being reduced to hisyour) possession; provided provided, however, that nothing in this Employment Agreement you may retain your full rolodex or elsewhere shall prevent the Executive from retaining similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupCompany, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or and in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include ; provided, however, that information that is or becomes generally known available to the public or within the relevant trade or industry other than due to the Executive’s violation as a result of a breach of this Section 4.1 or disclosure by a third party who is known Agreement by the Executive shall not be considered to owe the Company an obligation of confidentiality with respect to such informationbe Confidential Information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each each, a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice in accordance with Section 7(b) below of such requirement as far in advance of such anticipated disclosure as possiblepossible so as to enable the Company to seek an appropriate protective order or confidential treatment. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his Executive’s personal benefits, entitlements and obligations; documents relating to his Executive’s personal tax obligations; his Executive’s desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive Grantee agrees and understands that in the ExecutiveGrantee’s position with the CompanyCompany Group, the Executive Grantee has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the ExecutiveGrantee’s violation of this Section 4.1 8.1 or disclosure by a third party who is known by the Executive Grantee to owe the Company an obligation of confidentiality with respect to such information. The Executive Grantee agrees that at all times during the ExecutiveGrantee’s employment with the Company Group and thereafter, the Executive Grantee shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyCompany Group, unless required by law to disclose such information, in which case the Executive Grantee shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveGrantee’s employment with any member of the CompanyCompany Group, the Executive Grantee shall promptly supply to the Company such member all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Grantee during or prior to the ExecutiveGrantee’s employment with the CompanyCompany Group, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 8 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) Person without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company Company, with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company Company, all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Companyhis capacity as CEO of IEC, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupIEC and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group IEC and its affiliates and other forms of information considered by the Company Group IEC and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company IEC and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with Executive’s employment with IEC without the IEC’s prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyIEC, unless required by law to disclose such information, in which case the Executive shall provide the Company IEC with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyIEC, the Executive shall promptly supply to the Company IEC all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyIEC, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided however, that nothing in this Employment Agreement Executive may retain his full rolodex or elsewhere shall prevent the Executive from retaining similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands that Executive is in the Executive’s a position of trust with the Company, the Executive IEC and has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupIEC and its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group IEC and its affiliates and other forms of information considered by the Company Group IEC and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company IEC and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with Executive’s employment with IEC without the IEC’s prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyIEC, unless required by law to disclose such information, in which case the Executive shall provide the Company IEC with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyIEC, the Executive shall promptly supply to the Company IEC all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyIEC, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided however, that nothing in this Employment Agreement Executive may retain his full rolodex or elsewhere shall prevent the Executive from retaining similar address and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Companytelephone directories.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the CompanyCompany and the Parent, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information4.1. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; possession provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its Affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its Affiliates and other forms of information considered by the Company Group and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafterCompany, the Executive shall not disclose such Confidential Information, either directly or indirectly, Information to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) ), except in connection with Executive’s employment with the Company, and shall not disclose any Confidential Information to any Person following Executive’s employment with the Company without the prior written consent of the Company Company, and shall not use or attempt to use any such information in any manner other than in connection with his the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possiblereasonably practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly following request supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyCompany (other than any documents relating to the Executive’s employment, benefits, personal tax related-matters or personal contacts), and any copies thereof thereof, in his each case, to the extent remaining in the Executive’s (or reasonably capable of being reduced to histhe Executive’s) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement or elsewhere herein shall prevent the Executive from retaining disclosing Confidential Information to the extent required by law. Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and utilizing: documents relating disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to his personal benefitsreceive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, entitlements and obligations; documents relating state or local government official or to his personal tax obligations; his desk calendaran attorney solely for the purpose of reporting or investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, rolodex, and provided that such filing is made under seal. If the like; and such other records and documents as may reasonably be approved Executive files a lawsuit for retaliation by the CompanyCompany for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Companycapacity as an executive officer of IEC, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company GroupIEC, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group IEC and other forms of information considered by the Company Group IEC to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company IEC and thereafter, the (i) Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) other than in connection with Executive’s employment with IEC without the IEC’s prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his Executive’s employment with the CompanyIEC, unless required by law to disclose such information, in which case the Executive shall provide the Company IEC with written notice of such requirement as far in advance of such anticipated disclosure as possible; (ii) Executive shall not delete, encrypt, password, protect or retain electronic files containing Confidential Information, or IEC materials (including emails and attachments) and (iii) Executive shall not take any other action that impairs, restricts, limits or impedes IEC’s ability to have full access and to use its Confidential Information. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the CompanyIEC, the Executive shall promptly supply to the Company IEC all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the CompanyIEC, and any copies thereof in his Executive’s (or reasonably capable of being reduced to hisExecutive’s) possession. At the end of Executive’s employment, Executive also agrees not to make IEC materials and data difficult to access. Specifically, Executive agrees (i) not to delete or alter any IEC documents, or destroy or throw away materials; provided that nothing in this Employment Agreement (ii) not to password protect or elsewhere shall prevent encrypt or reformat IEC documents; (iii) not to download IEC information or forward electronic files from the Executive from retaining and utilizing: documents relating IEC computer systems to his personal benefitsany other location; (iv) not access the IEC computer system, entitlements and obligations; documents relating to his personal tax obligations; his desk calendaremail system or voicemail system, rolodex, and the likeincluding by remote access; and (v) not to solicit the assistance of any IEC employee or contractor to assist Executive in connection with such other records and documents as may reasonably be approved by the Companyactions.

Unauthorized Disclosure. The Executive Participant agrees and understands that in the Executivecourse of the Participant’s position with the CompanyService, the Executive Participant has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Company, its Subsidiaries and Affiliates (collectively, the “Group”), including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the 267832291 v2 relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 4.1 6(a) or disclosure by a third party who is known by the Executive Participant to owe the Company an obligation of confidentiality with respect to such information. The Executive Participant agrees that at all times during the ExecutiveParticipant’s employment with the Company and thereafter, the Executive Participant shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the CompanyParticipant’s Service, unless required by law to disclose such information, in which case the Executive Participant shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the ExecutiveParticipant’s employment with the CompanyService, the Executive Participant shall promptly supply to the Company all property, computers, tablets, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards (including credit cards), surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive Participant during or prior to the ExecutiveParticipant’s employment with the CompanyService, and any copies thereof in his the Participant’s (or reasonably capable of being reduced to hishis or her) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive Participant from retaining and utilizing: (i) documents relating to his the Participant’s personal benefits, entitlements and obligations; (ii) documents relating to his the Participant’s personal tax obligations; his (iii) the Participant’s desk calendar, rolodex, and the like; and (iv) such other records and documents as may reasonably be approved by the Company. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Participant and any member of the Group, the Participant shall be entitled to provide, without breaching this Agreement or any such other agreement and without prior notice to the Company, information to governmental or administrative authorities regarding possible violations of law or otherwise testify or participate in any investigation or proceeding by any governmental or administrative authorities, and for purpose of clarity, the Participant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of the Exchange Act.

Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s 's position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Groupand its affiliates, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and its affiliates and other forms of information considered by the Company Group and its affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “"Confidential Information”"). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s 's violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s 's employment with the Company and thereafter, except as the Executive reasonably determines is required to discharge his responsibilities hereunder, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality instmmentality thereof (each a “"Person”") without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s 's employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s 's employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that . Notwithstanding the foregoing, nothing in this Employment Agreement limits, restricts or elsewhere shall prevent in any other way affects the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.Executive's communicating with any 6