Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

Nondisclosure of Confidential Information. (i) The Company “Confidential Information” means data and information relating to the Employee agree that, during the course business of the Employment Term Company, which is disclosed to or created by Executive, or of which Executive becomes aware as a consequence of Executive’s relationship with the Company, that has value to the Employee has had Company and will continue is not generally known to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent competitors of the Company. Subject to the foregoing, Confidential Information includes, but is not limited to, business development, marketing and sales programs, customer, potential customer and supplier/vendor information, customer lists, employee information, marketing strategies, Company financial results, information related to mergers and acquisitions, pricing information, personnel information, financial data, regulatory approval strategies, investigative records, research, marketing strategy, testing methodologies and results, computer programs, programs and protocols, and related items used by the Company in its business, whether contained in written form, computerized records, models, prototypes or any other format, and any and all information obtained in writing, orally or visually during the period visits to offices of the Employment Term with the Company and thereafter for so long as it remains Company. Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit shall not include any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, information that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) is or becomes generally available to the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking public other than as a protective order or request for another appropriate remedyresult of an unauthorized disclosure, (B) in the event that such protective order or remedy is not obtainedhas been independently developed and disclosed by others without violating this Agreement, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) otherwise enters the public domain through lawful means. Executive acknowledges that he will continue to the extent permitted by applicable law, receive and develop Confidential Information of the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereofas a necessary part of Executive’s job. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested Executive agrees that while employed by the Company, shall provide Executive will continue to benefit and add to the Company goodwill with written confirmation its clients and in the marketplace generally. Executive further agrees that loss of such clients will cause the Company significant and irreparable harm and that the restrictions on Executive’s use of such Confidential Information are reasonable and necessary to protect the Company’s legitimate business interests in its Confidential Information. Accordingly, Executive will not at any time during Executive’s employment by the Company, and for so long thereafter as the pertinent information or documentation constitutes Confidential Information as defined above, use or disclose to others any Confidential Information, except as specifically authorized in a signed writing by the Company or in the performance of work assigned to Executive by the Company. The covenants made by Executive herein are in addition to, and not exclusive of, any and all such materials have been so deliveredother rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright and trade secret laws, and laws concerning fiduciary duties. Executive hereby agrees not to disclose, copy, or remove from the premises of the Company any documents, records, tapes or other media or format that contain or may contain Confidential Information, except as required by the nature of Executive’s duties for the Company.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party's behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment parties shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereofparties may have against each other. As requested by the Company from time to time and upon The provisions of this Section 15.1 shall survive any termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Employee has acquired and will acquire certain "Confidential Information" of the Company. "Confidential Information" shall mean any information that is not generally known, including trade secrets, outside the Company and that is proprietary to the Company, relating to any phase of the Company's existing or reasonably foreseeable business which is disclosed to Employee agree thatby the Company including information conceived, discovered or developed by Employee. Confidential Information includes, but shall not be limited to, business plans, financial statements and projections, operating forms (including contracts) and procedures, payroll and personnel records, marketing materials and plans, proposals, software codes and computer programs, project lists, project files, price information and cost information and any other document or information that is designated by the Company as "Confidential." The term "trade secret" shall be defined as follows: A trade secret may consist of any formula, pattern, device or compilation of information which is used in one's business, and which provides to the holder an opportunity to obtain an advantage over competitors who do not know or use it. Accordingly, employee agrees that he shall not, during the course Employment Term and for three (3) years thereafter, use for his own benefit such Confidential Information or trade secrets acquired during the term of his employment by the Company. Further, during the Employment Term with the Companyand for three (3) years thereafter, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period Board of Directors of the Employment Term with Company or a person duly authorized thereby, which consent may be given or withheld in the Company's sole discretion, disclose to any person, other than an employee of the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties, any Confidential Information or trade secrets obtained by him while in the duties employ of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Participant acknowledges that during the course of the Employment Term Participant’s employment with the CompanyCompany and/or its subsidiaries (collectively, the Employee “Companies”) the Participant has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Participant hereby agrees and will continue acknowledges that the Participant owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Participant’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawParticipant will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Participant’s duties to the Companies (provided the Participant is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Participant will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Participant will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeParticipant’s possession or under the Participant’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so deliveredConfidential Information if the Participant’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information used by or belonging or relating to the Companies that is not known generally to the industry in which the Companies are, or may be, engaged and which the Companies maintain on a confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the business and services, any employee information, customer lists and records, business processes, procedures or standards, know-how, manuals, business strategies, records, financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information that the Companies advise the Participant should be treated as confidential.

Nondisclosure of Confidential Information. Definitions: As used in this Agreement, "Confidential Information" means all confidential information and trade secrets (i) The Company whether or not specifically labeled or identified as “confidential”), in any form or medium, that is disclosed to, or developed or learned by me and that relates to the Employee agree thatbusiness, during the course products, services, research or development of the Employment Term with the CompanyMotorola Solutions or its suppliers, the Employee distributors or customers and that has had not become publicly known. As used in this Agreement, Confidential Information includes all "Intellectual Property", which means all non-published patent applications, ideas, inventions, formulae, know-how, devices, designs, models, methods, techniques and processes, specifications, tooling, computer programs, copyrightable works, mask works, technical and product information concerning circuits, trade secrets and all other intellectual property rights. I recognize that Motorola Solutions is engaged in a continuous program of research and development, and that as an employee, I will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information that has independent economic value to Motorola Solutions in part because it is confidential. I further recognize that Motorola Solutions has taken reasonable steps to protect its Confidential Information from disclosure to the greatest extent permitted by applicable lawpublic, use or discloseincluding entering into this Agreement. During and after my employment, or knowingly permit any unauthorized Person to use, I will not disclose or gain access to, use any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) except to the extent permitted by applicable law, the Company shall be given an opportunity I am required to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all disclose or use such Confidential Information in the Employee’s possession performance of my assigned duties with Motorola Solutions; and I will use my best efforts to safeguard the Confidential Information and protect it against disclosure, misuse, espionage, loss and theft. In the event Motorola Solutions has entered into confidentiality agreements, which contain provisions different from and more restrictive than those set forth in this Agreement, I agree to comply with any such different and more restrictive provisions of which I am notified. Confidential Information or control irrespective Intellectual Property of the location or form of such material andthird parties, if requested by the Companyincluding my former employers, shall provide the Company with written confirmation that all such materials may have been so delivereddisclosed to me and I may not be authorized by such a third party to disclose such information to others or to use such information in the course of my employment by Motorola Solutions. I agree not to disclose or use such information or to violate such nondisclosure restrictions and agree to provide Motorola Solutions with copies of any written agreements with former employers that contain such restrictions.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employmentyou shall, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawpracticable and lawful in any such events, the Company shall be given an opportunity to review the Confidential Information give prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver notice to the Company of your intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which you will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would not be considered confidential to the Company. The Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all copies other rights to which it may be entitled. You agree and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective acknowledge that money damages may not be an adequate remedy for breach of the location or form provisions of such material and, if requested by the Company, shall provide this Agreement and that the Company with written confirmation that all such materials have been so deliveredmay in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other Companies (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 13.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (i) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other Companies the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party's behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 13.1 will cause irreparable damage or injury to the Companies, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment Companies shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereofCompanies may have against each other. As requested by the Company from time to time and upon The provisions of this Section 13.1 shall survive any termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee has had and Company will continue provide Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides 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 thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance with the terms does business, other than as a result of the preceding clause (A), the Employee shall disclose only any action or inaction by Executive. Executive further agrees that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to he will not during employment and/or at any time thereafter use such Confidential Information by in competing, directly or indirectly, with the receiving Person or entity and (C) Company. At such time as Executive shall cease to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested employed by the Company from or any other time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if as requested by the Company, shall provide Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with written confirmation that all such materials have been so deliveredthe Company, except for any of Executive’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Executive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee he has had been and will continue to have be provided by Company with access toto certain confidential information, trade-secrets, and has gained other matters that are of a confidential and will continue proprietary nature, including but not limited to gain knowledge with respect toCompany’s customer list, vendors, suppliers, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee Company provides on an ongoing basis such Confidential Information as Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information remains confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside Company except to the greatest extent permitted by applicable law, that (i) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yii) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify the inform Company of such event, shall cooperate with Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and should 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 another appropriate remedy, (B) use in the event industry in which Company does business, other than as a result of any action or inaction by Executive. Executive further agrees that such protective order or remedy is he will not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of during employment and/or any time thereafter use the Confidential Information thatin competing, in the written opinion of the Employee’s legal counseldirectly or indirectly, is legally required with Company. At such time as Executive shall cease to be disclosed employed by Company, he will immediately turnover to Company all Confidential Information, including all computers, personal data devices, papers, documents, writings, electronically stored information, other property, and shall exercise reasonable best efforts all copies of them, provided to assure that confidential treatment shall be accorded to such Confidential Information or created by him during the receiving Person or entity course of his employment with Company. This nondisclosure covenant is binding on Executive, as well as his heirs, successors and (C) to the extent permitted by applicable lawlegal representatives, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon will survive termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 13.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party's behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 13.1 will cause irreparable damage or injury to the parties, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment parties shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereofparties may have against each other. As requested by the Company from time to time and upon The provisions of this Section 13.1 shall survive any termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that you shall, to the Employee may extent practicable and lawful in any such events, give prior notice to the Company of your intent to disclose Confidential Information any such confidential business information in such context so as to allow the Company an opportunity (xwhich you will not oppose) to a Person obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at would not be considered confidential to the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . In the event that such protective order or remedy is not obtained, or if the Company waives compliance with of any conflict in terms between this Section 30 and the terms of the preceding clause (A)any Company confidentiality or proprietary information agreement you have executed, the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form terms of such material and, if requested by the Company, other confidentiality or proprietary information agreement shall provide the Company with written confirmation that all such materials have been so deliveredprevail and govern.

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, or knowingly permit any unauthorized Person Employee agrees and the Company agrees that the two (2) year period after the date Employee’s employment ends will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree Contractor acknowledges that, during the course as a result of the Employment Term with the Companyits engagement by CWC, the Employee has had and will continue to have Contractor may be provided access to, and has gained otherwise may have the opportunity to acquire and will continue use, confidential information of a special and unique nature and value relating to gain knowledge with respect to, CWC’s affairs that is not known to the general public. Such information made known to or learned by Contractor as a result of Contractor’s engagement hereunder shall be referred to herein as the “Confidential Information. The Employee .” As a material inducement to CWC to engage Contractor pursuant to this Agreement, Contractor covenants and agrees that the Employee Contractor shall not, without at any time during or following the prior written consent term of the Companythis Agreement, during the period of the Employment Term with the Company and thereafter directly or indirectly divulge or disclose to any third party, for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access topurpose whatsoever, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information thatwhich has been obtained by or disclosed to Contractor as a result of its engagement by CWC. In the event of a breach or threatened breach by Contractor of any of the provisions of this section 10, CWC, in the written opinion addition to and not in limitation of the Employeeany other rights, remedies or damages available to CWC at law or in equity, shall be entitled to injunctive relief restraining and permanently prohibiting any such breach by Contractor or any other person or entity directly or indirectly acting for or with Contractor. Upon termination or expiration of this Agreement: (a) Contractor shall not be entitled to keep, preserve, disclose, sell, or transfer any records, files, documents and information of any type which are particular to CWC; (b) any and all records, files, documents and information of all types prepared in connection with Contractor’s legal counsel, is legally required to be disclosed engagement hereunder are and shall exercise reasonable best efforts remain CWC’s property, notwithstanding that such items may have been prepared, transcribed or generated by Contractor; and (c) Contractor shall promptly return to assure that confidential treatment shall be accorded to such CWC (or at CWC’s option and instruction, permanently destroy or erase) any Confidential Information by the receiving Person or entity other CWC property that is in Contractor’s possession, and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term Contractor will thereafter immediately certify in writing its compliance with the Companyobligations set forth in this paragraph. Notwithstanding the termination or expiration of this Agreement, the Employee this section 10 shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredsurvive.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee's employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. In the performance of his or her duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes presently owned or at any time hereafter developed or used by the Company or its agents or consultants that is not otherwise known to the public (i) The collectively, the “Confidential Information”). Executive recognizes and acknowledges that the Confidential Information is a valuable, special, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of Executive’s duties. Executive confirms that all such Confidential Information is the exclusive property of the Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the performance of his or her duties to the Company or as required by a court or administrative order or as required for his or her personal tax or legal advisors to advise him or her, Executive shall not, directly or indirectly, for any reason whatsoever, disclose, divulge, communicate, use or otherwise disclose any Confidential Information without the prior written consent of the CompanyCompany duly authorized by the Board. Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, during lists, memoranda, correspondence, reports, manuals, emails, electronic files, files, drawings, documents, equipment, and other tangible items (including computer software), wherever located, incorporating the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, which Executive shall prepare, use or discloseencounter, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, be and consult with and assist the Company (at remain the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) and exclusive property and shall be included in the event that such protective order or remedy is not obtainedConfidential Information. Upon termination of this Agreement, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As whenever requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee Executive shall promptly deliver to the Company any and all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material andConfidential Information, if requested by not previously delivered to the Company, that is in the possession or under the control of Executive. Confidential Information shall provide not include (x) information that becomes generally available to the public other than as a result of unauthorized disclosure by Executive or his or her affiliates, (y) information that becomes available to Executive subsequent to the termination of Executive’s employment hereunder and on a non-confidential basis from a source other than the Company with written confirmation or its affiliates who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation to the Company and/or (z) information that all such materials have been so deliveredis developed independently by Executive subsequent to the termination of Executive’s employment hereunder without any reliance on any other Confidential Information. The provisions of this Section 7.1 shall continue in effect notwithstanding termination of Executive’s employment for any reason.

Nondisclosure of Confidential Information. Employee shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Employee during Employee’s employment by the Company and shall use such Confidential Information solely within the scope of his employment with and for the exclusive benefit of the Company. Employee agrees (i) The Company and the Employee agree thatnot to communicate, during the course of the Employment Term with divulge or make available to any person or entity (other than the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, ) any such Confidential Information. The Employee agrees that the Employee shall not, without except upon the prior written consent authorization of the Company, during the period of the Employment Term with the Company and thereafter for so long Superior or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zii) as ordered by a courtat the end of the Employment Period, provided to deliver promptly to the Company any Confidential Information in his possession, including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. In the event that in the provisions of any event described in applicable law or the preceding clause (y) order of any court would require Employee to disclose or (z)otherwise make available any Confidential Information, (A) whether during the Employment Period or thereafter, then Employee shall promptly notify give Superior prompt prior written notice of such required disclosure (including a copy of the Company in writingdisclosure request, if applicable) and consult with and assist an opportunity to contest the Company (at the Company’s sole cost) in seeking requirement of such disclosure or apply for a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded respect to such Confidential Information by appropriate proceedings. In accordance with the receiving Person or entity Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and (C) to the extent permitted by other applicable law, nothing in this Agreement, or any other agreement or policy shall prevent Employee from, or expose Employee to criminal or civil liability under federal or state trade secret law for, (i) directly or indirectly sharing any of the Company shall be given an opportunity to review the Company’s trade secrets or other Confidential Information prior to disclosure thereof. As requested (except information protected by the Company from time Company’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to time and upon termination of the Employment Term with a subpoena or otherwise, without notice to the Company, or (ii) disclosing trade secrets in a complaint or other document filed in connection with a legal claim, provided that the filing is made under seal. Further, nothing herein shall prevent Employee shall promptly deliver from discussing or disclosing information related to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession general job duties or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredresponsibilities and/or regarding employee wages.

Nondisclosure of Confidential Information. (ia) The Executive acknowledges that all Confidential Information of the Company and its Affiliates obtained by Executive while employed by the Employee agree that, during Company or its Affiliates (both prior to and following the course date hereof) are the property of the Employment Term with Company and/or such Affiliates, as applicable. Therefore, for so long as Executive serves as an officer, director or employee of the CompanyCompany or any of its Affiliates and at all times thereafter, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee Executive shall notnot copy and distribute, furnish or otherwise disclose to any unauthorized Person or utilize, any Confidential Information without the prior written consent of (x) the Company, during President of Parent or his or her duly authorized designee (in the period case of the Employment Term with Confidential Information of Parent or its Affiliates (other than the Company and thereafter for so long as it remains its Subsidiaries)) and (y) the Company Board (in the case of Confidential Information of the Company and its Subsidiaries), other than in a good faith effort to promote the interests of the Company and its Affiliates, unless and to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, that any Confidential InformationInformation becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions or as required by law or as ordered by a court; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z)such event, (A) the Employee Executive shall promptly notify in writing the Company in writingor Parent (as the case may be), and consult with and assist the Company or Parent (at as the Company’s sole cost) case may be), in seeking a protective order or request for another other appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives or Parent (as the case may be), waive compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise its commercially reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company or Parent (as the case may be), shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

Nondisclosure of Confidential Information. (i) The Company and the Employee Participant agree that, during the course of the Employment Term Participant’s employment with the Company, the Employee Participant has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Participant agrees that the Employee Participant shall not, without the prior written consent of the Company, during the period of the Employment Term Participant’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Participant may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee Participant of the duties of the EmployeeParticipant’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Participant shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Participant shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeParticipant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term Participant’s employment with the Company, the Employee Participant shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the EmployeeParticipant’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddelivered to the Company.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Participant acknowledges that during the course of the Employment Term Participant’s employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee “Companies”) the Participant has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Participant hereby agrees and will continue acknowledges that the Participant owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Participant’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawParticipant will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Participant’s duties to the Companies (provided the Participant is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Participant will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Participant will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeParticipant’s possession or under the Participant’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so deliveredConfidential Information if the Participant’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information used by or belonging or relating to the Companies that is not known generally to the industry in which the Companies are, or may be, engaged and which the Companies maintain on a confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the business and services, any employee information, customer lists and records, business processes, procedures or standards, know-how, manuals, business strategies, records, financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information that the Companies advise the Participant should be treated as confidential.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, Nasdaq, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party’s behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment parties shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereofparties may have against each other. As requested by the Company from time to time and upon The provisions of this Section 15.1 shall survive any termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Grantee acknowledges that during the course of the Employment Term Grantee’s employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee “Companies”) the Grantee has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Grantee hereby agrees and will continue acknowledges that the Grantee owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the date hereof, either during or after the period Grantee’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawGrantee will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Grantee’s duties to the Companies (provided the Grantee is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Grantee will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Grantee will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeGrantee’s possession or under the Grantee’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so deliveredConfidential Information if the Grantee’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “Confidential Information” shall mean any information used by or belonging or relating to the Companies that is not known generally to the industry in which the Companies are, or may be, engaged and which the Companies maintain on a confidential basis, including, without limitation, any and all trade secrets and proprietary information, information relating to the business and services, any employee information, customer lists and records, business processes, procedures or standards, know-how, manuals, business strategies, records, financial information, in each case, whether or not reduced to writing or stored electronically, as well as any information that the Companies advise the Grantee should be treated as confidential.

Nondisclosure of Confidential Information. (i) The In the performance of his duties, Xxxxxx has previously had, and may be expected in the future to have, access to the proprietary information, technical data, trade secrets or know-how of the Company and its Affiliates, including, but not limited to, research, products and product designs, methods, strategies, customer data, documents, notes, working papers, records, systems, contracts, agreements, market data and related information, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering information, hardware configuration information, marketing plans, finances, pricing and credit documents and policies, service development techniques or plans, business acquisition plans, new personnel acquisition plans or other business information presently owned or at any time hereafter developed by the Employee agree thatCompany or any of its Affiliates, during agents or consultants or used presently or at any time hereafter in the course of the Employment Term Business, that are not otherwise part of the public domain (collectively, the “Confidential Information”). All such Confidential Information is considered secret and has been and/or will be disclosed to Xxxxxx in confidence, and Xxxxxx acknowledges that, as a consequence of his employment and position with the Company, the Employee has had and Xxxxxx will continue to have access to, to and has gained and will continue to gain knowledge become acquainted with respect to, Confidential Information. The Employee agrees that Except in the Employee performance of his duties to the Company, Xxxxxx shall not, without the prior written consent of the Company, during the period term of this Agreement and at all times thereafter, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Information. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to or containing Confidential Information, which Xxxxxx has prepared, used or encountered or shall in the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawfuture prepare, use or discloseencounter, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, be and consult with and assist the Company (at remain the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) and exclusive property and shall be included in the event that such protective order or remedy is not obtainedConfidential Information. Upon termination of this Agreement, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As whenever requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee Xxxxxx shall promptly deliver to the Company any and all copies and embodiments, in whatever form (including electronic), of all the Confidential Information in the Employee’s possession or control irrespective of the location or form of such material andand copies thereof, if requested by not previously delivered to the Company, that may be in the possession or under the control of Xxxxxx. The foregoing restrictions shall provide not apply to the use, divulgence, disclosure or grant of access to Confidential Information to the extent, but only to the extent, (i) expressly permitted or required pursuant to any other written agreement between Xxxxxx and the Company with written confirmation (and/or any of the Company’s Affiliates), (ii) such Confidential Information which has become publicly known and made generally available through no wrongful act of Xxxxxx or of others who were under confidentiality obligations as to the item or items involved, (iii) Xxxxxx’ general skills and education, and know-how of broad application known to Xxxxxx or independently developed by Xxxxxx prior to Xxxxxx’ employment by the Company or (iv) Xxxxxx is required to disclose Confidential Information by or to any court of competent jurisdiction or any governmental or quasi-governmental agency, authority or instrumentality of competent jurisdiction, provided, that all Xxxxxx shall, prior to any such materials disclosure, immediately notify the Company of such requirement and provided further, that the Company shall have been the right, at its expense, to object to such disclosures and to seek confidential treatment of any Confidential Information to be so delivereddisclosed on such terms as it shall determine.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company all copies and embodimentsdoes business, in whatever form (including electronic), other than as a result of all any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in the Employee’s possession competing, directly or control irrespective of the location or form of such material andindirectly, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.the

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access tobe in position to receive and develop Confidential Information during the Employee’s tenure as an employee of the Company or any of its Affiliates. As long as the Employee is an employee of the Company or any of its Affiliates, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall nothold in a fiduciary capacity for the benefit of the Company all Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of his duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, without then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zb) as ordered by a courtdeliver promptly to the Company upon its written request any Confidential Information in his possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that in Employee need not deliver to the Company, and may retain, one copy of any event described in personal diaries, calendars, or personal notes of correspondence. If the preceding clause (y) provisions of any applicable law or (z), (A) the order of any court would require the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking to disclose or otherwise make available any Confidential Information to a protective order governmental authority or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)to any other third party, the Employee shall disclose only that portion give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the Confidential Information that, in the written opinion requirement of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded such disclosure or apply for a protective order with respect to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredappropriate proceedings.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that you shall, to the Employee may extent practicable and lawful in any such events, give prior notice to the Company of your intent to disclose Confidential Information any such confidential business information in such context so as to allow the Company an opportunity (xwhich you will not oppose) to a Person obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at would not be considered confidential to the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . In the event that such protective order or remedy is not obtained, or if the Company waives compliance with of any conflict in terms between this Section 36 and the terms of the preceding clause (A)any Company confidentiality or proprietary information agreement you have executed, the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form terms of such material and, if requested by the Company, other confidentiality or proprietary information agreement shall provide the Company with written confirmation that all such materials have been so deliveredprevail and govern.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession , as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason, or control irrespective end of employment, regardless of the location reason or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredcircumstance.

Nondisclosure of Confidential Information. In the performance of his or her duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative and sales information, data, specifications and processes presently owned or at any time hereafter developed or used by the Company or its agents or consultants that is not otherwise known to the public (i) The collectively, the “Confidential Information”). Executive recognizes and acknowledges that the Confidential Information is a valuable, special, and unique asset of the Company’s business, access to and knowledge of which are essential to the performance of Executive’s duties. Executive confirms that all such Confidential Information is the exclusive property of the Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee Company has taken efforts reasonable under the circumstances, of which this Section 7.1 is an example, to maintain its secrecy. Except in the performance of his or her duties to the Company or as required by a court or administrative order or as required for his or her personal tax or legal advisors to advise him or her, Executive shall not, directly or indirectly, for any reason whatsoever, disclose, divulge, communicate, use or otherwise disclose any Confidential Information without the prior written consent of the CompanyCompany duly authorized by the Board. Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, during lists, memoranda, correspondence, reports, manuals, emails, electronic files, files, drawings, documents, equipment, and other tangible items (including computer software), wherever located, incorporating the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, which Executive shall prepare, use or discloseencounter, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, be and consult with and assist the Company (at remain the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) and exclusive property and shall be included in the event that such protective order or remedy is not obtainedConfidential Information. Upon termination of this Agreement, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As whenever requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee Executive shall promptly deliver to the Company any and all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material andConfidential Information, if requested by not previously delivered to the Company, that is in the possession or under the control of Executive. Confidential Information shall not include (x) information that becomes generally available to the public other than as a result of unauthorized disclosure by Executive or his or her affiliates, (y) information that becomes available to Executive subsequent to the termination of Executive’s employment hereunder and on a non-confidential basis from a source other than the Company or its affiliates who is not bound by a duty of confidentiality, or other contractual, legal, or fiduciary obligation to the Company and/or (z) information that is developed independently by Executive subsequent to the termination of Executive’s employment hereunder without any reliance on any other Confidential Information. Disclosure of Confidential Information as required by applicable law or legal process shall not be a breach of this Section 7.1 (provided Executive shall provide the Company with written confirmation prompt notice of such requirement prior to making any such disclosure, so that all the Company may seek an appropriate protective order, or otherwise cooperate with the Company in making such materials have been so delivereddisclosure). The provisions of this Section 7.1 shall continue in effect notwithstanding termination of Executive’s employment for any reason.

Nondisclosure of Confidential Information. (i) The Company Employee promises and agrees to hold such Confidential Information in trust and for the Employee agree that, during the course benefit of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter not use or disclose any such Information for so long as it remains the own use by Employee or for any purpose other than to fulfill the specific duties of the employment of Employee by the Company. The promise of Employee not to use or disclose Information applies to all such Confidential Information received or otherwise obtained by Employee before and during the duration of this Agreement. Employee understands that this prohibition on use or disclosure prevents discussing Confidential Information by Employee, or sharing it in any other manner with any persons or entities, except to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the reasonably and in good faith believes such disclosure is reasonably necessary or appropriate in connection with to fulfill the performance by the Employee of the specific duties of the Employee’s employment, (y) as required employment of Employee by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . Employee agrees to take reasonable measures to protect the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion secrecy of the Confidential Information thatand to protect it from entering the public domain or the possession of it by unauthorized persons or entities. Employee further agrees to immediately notify the Company of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may, by using reasonable care and diligence, come to the attention of Employee. The foregoing use and disclosure restrictions, and the commitments of Employee and obligations relevant to them, shall survive termination of this Agreement and shall continue to bind Employee in perpetuity from the written opinion date on which this Agreement is terminated. Notwithstanding the preceding, disclosure of the terms of this Agreement to Employee’s immediate family, legal counsel, is legally counsel and other professional advisors who agree to maintain the confidentiality of such information or disclosure as required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, law shall not violate the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination terms of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Section 11.

Nondisclosure of Confidential Information. (i) The Company and the Employee Executive agree that, during the course of the Employment Term Executive’s employment with the Company, the Employee Executive has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, “Confidential Information” (as defined below). The Employee Executive agrees that the Employee Executive shall not, without the prior written consent of the Company, during the period of the Employment Term Executive’s employment with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person (as defined in Section 13(d) of the Securities Exchange Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee Executive may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zy) as ordered by a court, provided that in any event described in the preceding clause (yx) or (zy), (A) the Employee Executive shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee Executive shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeExecutive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the CompanyTermination Date, the Employee Executive shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the EmployeeExecutive’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddelivered to the Company.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other Companies that is included in the Assets (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information shall not be deemed Confidential Information and afforded the protections of this Section 10 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, or (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other Companies the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party's behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the Companies recognizes and agrees that violation of any of the agreements contained in this Section 10 will cause irreparable damage or injury to the Companies, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment Companies shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials Companies may have been so deliveredagainst each other.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that you shall, to the Employee may extent practicable and lawful in any such events, give prior notice to the Company of your intent to disclose Confidential Information any such confidential business information in such context so as to allow the Company an opportunity (xwhich you will not oppose) to a Person obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at would not be considered confidential to the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . In the event that such protective order or remedy is not obtained, or if the Company waives compliance with of any conflict in terms between this Section 31 and the terms of the preceding clause (A)any Company confidentiality or proprietary information agreement you have executed, the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form terms of such material and, if requested by the Company, other confidentiality or proprietary information agreement shall provide the Company with written confirmation that all such materials have been so delivered.prevail and govern. ____________________________ GAN LIMITED

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, acknowledges that during the course of the Employment Term Employee's employment with the Company, the Employee has had and or will continue to have access toto and knowledge of certain information that the Company considers confidential, and has gained the release of such information to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees acknowledges that the Employee shall notowes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of after the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term 's employment with the Company, the Employee shall promptly deliver will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct the Employee's duties hereunder, provided the Employee is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Employee will use reasonable best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person. The Employee will return to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s 's possession or under the Employee's control irrespective of the location or form of such material and, if requested by the Company, shall provide whenever the Company with written confirmation that shall so request, and in any event will promptly return all such materials have been so delivered.Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term "

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s venue, booking and will continue to gain knowledge with respect tooperations information, artist and venue contracts, , production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered or by a courtgovernment authority to disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 other government authority; or (iii) such Confidential Information becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. In addition to the foregoing, Employee shall have the right to disclose Confidential Information to his attorneys or accountants in the course of their representation of Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that you shall, to the Employee may extent practicable and lawful in any such events, give prior notice to the Company of your intent to disclose Confidential Information any such confidential business information in such context so as to allow the Company an opportunity (xwhich you will not oppose) to a Person obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at would not be considered confidential to the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . In the event that such protective order or remedy is not obtained, or if the Company waives compliance with of any conflict in terms between this Section 36 and the terms of the preceding clause (A)any Company confidentiality or proprietary information agreement you have executed, the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form terms of such material and, if requested by the Company, other confidentiality or proprietary information agreement shall provide the Company with written confirmation that all such materials have been so delivered.prevail and govern. ____________________________ GAN LIMITED

Nondisclosure of Confidential Information. (a) The Executive agrees to treat as confidential and retain in the strictest confidence and shall not use, divulge, disclose or make accessible to any other firm, partnership, corporation or any other person or entity outside the Company any Confidential Information (as hereinafter defined), except (i) The while employed by the Company and in the Employee agree that, during business of and for the course benefit of the Employment Term Company, (ii) when such information is in the public domain through no fault of the Executive, or (iii) when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. The Executive agrees to exercise his best efforts to prevent the unauthorized use of Confidential Information and to ensure that Confidential Information shall be stored at locations and under such conditions as to reasonably prevent the unauthorized disclosure, use or duplication of such information and materials. All Confidential Information disclosed by the Company to the Executive under this Agreement (including, or without limitation, information incorporated in computer software or held in electronic storage media) shall be and remain the exclusive property of the Company. All such Confidential Information shall not be retained in any form by the Executive for personal use or otherwise and all physical embodiments and copies thereof shall be returned to the Company at its request unless, at the Company's option, the Company instructs the Executive to destroy all or any part of the same. Upon termination of the Executive's services with the Company, the Employee has had and will continue to have access toall Confidential Information, memoranda, notes, records, reports, papers, drawings, designs, computer files or programs in any media, and has gained other documents (and will continue all copies) relating to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent business of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingits clients, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested all associated property other than material published by the Company from time for the general public then in the Executive's possession, whether prepared by the Executive or others, will be returned to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.

Nondisclosure of Confidential Information. Each of the parties hereto recognizes and acknowledges that it has and will have access to certain nonpublic information of the others which shall be deemed the confidential information of the other party (including, but not limited to, business plans, costs, trade secrets, licenses, research projects, profits, markets, sales, customer lists, strategies, plans for future development, financial information and any other information of a similar nature) that after the consummation of the transactions contemplated hereby will be valuable, special and unique property of the Companies. Information received by the other party or its representatives shall not be deemed Confidential Information and afforded the protections of this Section 15.1 if, on the Closing Date, such information has been (i) The Company and developed by the Employee agree that, during the course receiving party independently of the Employment Term with disclosing party, (ii) rightfully obtained without restriction by the Companyreceiving party from a third party, provided that the Employee has third party had full legal authority to possess and will continue disclose such information, (iii) publicly available other than through the fault or negligence of the receiving party, (iv) released without restriction by the disclosing party to anyone, including the United States government, (v) properly and lawfully known to the receiving party at the time of its disclosure, as evidenced by written documentation conclusively established to have access tobeen in the possession of the receiving party on the date of such disclosure, or (vi) in the opinion of counsel to the party, required to be disclosed under applicable Federal or state securities laws, or the rules of any national securities exchange, NASDAQ, or any over the counter market upon which the securities of the party are then traded. Each of the parties hereto agrees that it shall not disclose, and has gained and will continue that it shall use its best efforts to gain knowledge with respect toprevent disclosure by any other Person of, Confidential Information. The Employee agrees that the Employee shall notany such confidential information to any Person for any purpose or reason whatsoever, without the prior written consent except to authorized representatives of the CompanyCompanies who agree to be bound by this confidentiality agreement. Notwithstanding, during the period of the Employment Term with the Company a party may use and thereafter for so long as it remains Confidential Information disclose any such confidential information to the greatest extent permitted that a party may become compelled by applicable law, use or disclose, or knowingly permit Legal Requirements to disclose any unauthorized Person to use, disclose or gain access to, any Confidential Informationsuch information; provided, however, that such party shall use all reasonable efforts and shall have afforded the Employee may disclose Confidential Information (x) other party the opportunity to a Person to whom the disclosure is reasonably necessary or obtain an appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request other satisfactory assurance of confidential treatment for another appropriate remedy, (B) in any such information compelled to be disclosed. In the event that of termination of this Agreement, each party shall use all reasonable efforts to cause to be delivered to the other parties, and to retain no copies of, any documents, work papers and other materials obtained by such protective order party or remedy is not obtained, or if on such party's behalf during the Company waives compliance with the terms conduct of the preceding clause (A)matters provided for in this Agreement, whether so obtained before or after the execution hereof. Each of the parties recognizes and agrees that violation of any of the agreements contained in this Section 15.1 will cause irreparable damage or injury to the parties, the Employee shall disclose only that portion exact amount of the Confidential Information which may be impossible to ascertain, and that, in for such reason, among others, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment parties shall be accorded entitled to an injunction, without the necessity of posting bond therefor, restraining any further violation of such Confidential Information by the receiving Person or entity and (C) agreements. Such rights to the extent permitted by applicable law, the Company any injunction shall be given an opportunity to review in addition to, and not in limitation of, any other rights and remedies the Confidential Information prior to disclosure thereofparties may have against each other. As requested by the Company from time to time and upon The provisions of this Section 15.1 shall survive any termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Each Receiving Party agrees that any and all Confidential Information of a Disclosing Party is and shall remain the Employee shall not, without proprietary and confidential information and property of such Disclosing Party and no license or other intellectual property right is granted or implied by the prior written consent conveying of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted Receiving Party hereunder, or by providing any Confidential Information pursuant to this Agreement. Accordingly, each Party, as a Receiving Party, agrees to keep strictly confidential all Confidential Information so received by it from a Disclosing Party, and to use such Confidential Information solely for the purpose of conducting the Discussions. A Receiving Party may copy Confidential Information only as necessary for the conduct of the Discussions, and any reproduction must contain any and all notices or legends that appear on or in the original. Without limiting the generality of the foregoing, except as required by applicable law, use regulation or disclose, or knowingly permit any unauthorized Person to use, legal process (and then only after compliance with paragraph 5 below) each Receiving Party agrees that it shall (a) not disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Information in any manner whatsoever or use any Confidential Information other than solely for the purposes permitted under this Agreement without the Disclosing Party’s prior written consent; and (xb) use all commercially reasonable efforts to a Person prevent disclosure of such Confidential Information by its Representatives to whom any third party. Each Receiving Party agrees that it shall take all reasonable measures to protect the secrecy and avoid disclosure is reasonably necessary or appropriate use of Confidential Information in connection with order to prevent it from falling into the performance by public domain or the Employee possession of persons other than those persons authorized under this Agreement to have any such information. Further, each Receiving Party agrees that it may reveal the Confidential Information only to its Representatives who need to know for the purpose of the duties Discussions and only after informing such Representatives of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in confidential nature of the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingConfidential Information, and consult with and assist obtaining the Company (at agreement of such Representatives to treat the Company’s sole cost) Confidential Information as confidential in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance accordance with the terms of the preceding clause (A)this Agreement. Each Receiving Party will be responsible for any breach of this Agreement by any of its Representatives. No Receiving Party or any of its respective Representatives shall modify, the Employee shall disclose only that portion of reverse engineer, decompile, create other works from or disassemble any software programs contained in the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredInformation.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee's employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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; (iii) the Employee may disclose Confidential Information to his attorneys and financial advisors, provided Employee advises his attorneys and financial advisors that such Confidential Information is confidential and that by receiving such Confidential Information such attorneys and financial advisors are agreeing to be bound by this Section; or (iv) such Confidential Information becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by his employment with the Company, provided however, that Employee shall provide be entitled to retain a copy of his personal rolodex. This nondisclosure covenant is binding on the Company with written confirmation that all such materials have been so deliveredEmployee, as well as his heirs, successors, and legal representatives, and will survive any expiration or termination of this Agreement, or the end of employment, regardless of the reason or circumstance.

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, Employee agrees and the Company agrees that the five (5) year period after the date Employee’s employment ends (or knowingly permit any unauthorized Person such longer period as may be permitted under applicable law) will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Consultant hereby acknowledges that during the course term of the Employment Term with Agreement, Consultant may, by virtue of Consultant’s performance of Consultant’s obligations under the CompanyAgreement, the Employee has had and will continue to learn, receive or have access to the Confidential Information of NJMEP and/or NJMEP’s customer(s). For purposes of the Agreement, Confidential Information shall mean all confidential information including, but not limited to, product designs, product sources, product development techniques or plans, processes, machinery, know how, apparatus, compilations of information, philosophies, trademarks, inventions, trade secrets, future plans, copyrightable matter, records, sales, prices, discounts, costs, information and strategies, business acquisition plans, personnel data, drawings, diagrams, customer lists and similar information of a proprietary nature relating to any business or technology of NJMEP and/or NJMEP’s customer(s) if and when the same has gained and will continue been delineated and/or labeled “confidential” by NJMEP and/or its client prior to gain knowledge with respect to, Confidential Informationthe Consultant’s access to said information. The Employee Consultant hereby agrees that the Employee Confidential Information shall notbe and remain the exclusive property of NJMEP and/or NJMEP’s customer(s). Consultant further hereby agrees and covenants that Consultant shall not use the Confidential Information except to the extent necessary to perform the services to which the Consultant is obligated under the Agreement. More specifically, Consultant agrees and covenants that Consultant shall not in any way and/or for any purpose whatsoever, during or at any time subsequent to expiration or termination of the Agreement, directly or indirectly, reveal to any third party and/or use, for the benefit of Consultant or any third party, the Confidential Information of NJMEP and/or NJMEP’s customer(s). Consultant further agrees and covenants that Consultant will take all reasonable precautions to safeguard the confidential nature of the Confidential Information and to prevent the inadvertent disclosure thereof. Consultant shall make no copies of any Confidential Information without the prior written consent of the Company, during the period NJMEP. Upon expiration or termination of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or discloseAgreement, or knowingly permit at the request of NJMEP at any unauthorized Person to use, disclose or gain access totime, any and all copies of Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information thatwhatever medium, in the written opinion possession of the Employee’s legal counselConsultant, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded promptly returned to such NJMEP irrespective of whether said copies of Confidential Information were procured by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term Consultant with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), consent of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredNJMEP.

Nondisclosure of Confidential Information. All such Confidential Information is (iand will be) The Company and the Employee agree that, during the course exclusive property of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without during or after Employee’s employment: (i) use any Confidential Information for any purpose that is not authorized by the prior written consent Company; (ii) disclose any Confidential Information to any person or entity, except as authorized by the Company in connection with Employee’s job duties; or (iii) remove or transfer Confidential Information from the Company’s premises or systems except as authorized by the Company. Upon termination of Employee’s relationship (for any reason), or upon the request of the Company, during the period of the Employment Term with Employee will immediately surrender to the Company all Company property in Employee’s possession, custody, or control, including any and thereafter for so long as it remains all documents, electronic information, and materials of any nature containing any Confidential Information, without retaining any copies. Employee understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use of Confidential Information. Employee agrees to respect and be bound by the terms of such agreements in the event Employee has access to such Confidential Information. Employee understands that Confidential Information is never to the greatest extent permitted be used or disclosed by Employee, as provided in this Section 5. If a temporal limitation on Employee’s obligation not to use or disclose such information is required under applicable law, use and the Agreement or discloseits restriction(s) cannot otherwise be enforced, or knowingly permit any unauthorized Person Employee agrees and the Company agrees that the two (2) year period after the date Employee’s employment ends will be the temporal limitation relevant to use, disclose or gain access to, any Confidential Informationthe contested restriction; provided, however, that this sentence will not apply to trade secrets protected without temporal limitation under applicable law. Notwithstanding the Employee may disclose Confidential Information (x) foregoing or anything to a Person to whom the disclosure is reasonably necessary contrary in this Agreement or appropriate any other agreement between the Company and the Employee, nothing in connection with the performance by the Employee of the duties of this Agreement shall limit the Employee’s employment, (y) as required by right to discuss Employee’s employment or report possible violations of law or (z) as ordered regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by a courtSection 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, provided including but not limited to “whistleblower” statutes or other similar provisions that in any event described in the preceding clause (y) or (z), (A) the protect such disclosure. Employee shall promptly notify the Company in writing, and consult with and assist the Company (at A-3 agrees to take all reasonable steps to ensure that the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy Confidential Information is not obtained, or if the Company waives compliance with the terms of the preceding clause (Amade public during any such disclosure. Pursuant to 18 U.S.C. Section 1833(b), the Employee shall disclose only that portion not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the Confidential Information that, purpose of reporting or investigating a suspected violation of law; or (2) is made in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person a complaint or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, other document filed in whatever form (including electronic), of all Confidential Information in the Employee’s possession a lawsuit or control irrespective of the location or form of such material andother proceeding, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredfiling is made under seal.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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; (iii) the Employee may disclose Confidential Information to his attorneys and financial advisors, provided Employee advises his attorneys and financial advisors that such Confidential Information is confidential and that by receiving such Confidential Information such attorneys and financial advisors are agreeing to be bound by this Section; or (iv) such Confidential Information becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by his employment with the Company, provided however, that Employee shall provide be entitled to retain a copy of his personal rolodex. This nondisclosure covenant is binding on the Company with written confirmation that all such materials have been so deliveredEmployee, as well as his heirs, successors, and legal representatives, and will survive any expiration or termination of this Agreement, or the end of employment, regardless of the reason or circumstance.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term your employment with the CompanyCompany and its affiliates, the Employee has you have had and will may continue to have access to, and has have gained and will may continue to gain knowledge with respect to, “Confidential Information” (as defined below). The Employee agrees You agree that the Employee you shall not, without the prior written consent of the Company, during the period of the Employment Term your employment with the Company and its affiliates and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person “Person” (as defined in Section 13(d) of the Securities Exchange Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee you may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that or as required in the course of the performance of your duties to the Company and its affiliates, or as set forth in Section 3(h) below; provided, further, that, in any event described in the preceding clause (y) or (z)proviso, (Ax) to the Employee extent permitted by applicable law, you shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedyremedy (except with respect to disclosures permitted by Section 3(h)), (By) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (Ax), the Employee you shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, that is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity Person, and (Cz) to the extent permitted by applicable law, the Company shall be shall, except with respect to disclosures permitted by Section 3(h),be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by Without limiting the foregoing, you agree to keep confidential the existence of, and any information concerning, any dispute between you and the Company from time to time and upon termination or any of the Employment Term with the Companyits affiliates, the Employee shall promptly deliver except that you may disclose information concerning such dispute to the Company all copies Governmental Authority (as defined in Section 3(h)) that is considering such dispute and embodiments, in whatever form (including electronic), of all Confidential Information in to your legal counsel; provided that such counsel agrees not to disclose any such information other than as necessary to the Employee’s possession prosecution or control irrespective of the location or form defense of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddispute.

Nondisclosure of Confidential Information. (ia) The Company Employee acknowledges that in and the as a result of Employee’s employment by Company, Employee agree that, during the course will be privy to Confidential Information of a special and unique nature and value to Company. In view of the Employment Term with the Company, the Employee has had and will continue to have access toforegoing, and has gained as a material /s/ W.J.B. W.J.B. (initial) inducement to Company to enter into this Agreement and will continue to gain knowledge with respect topay to Employee compensation and other benefits stated herein, Confidential Information. The Employee covenants and agrees that the Employee shall not, directly or indirectly, at any time during the period of Employee’s employment, disclose any Confidential Information (defined below in Section 8(c)) to any person, firm, corporation, or other business entity, except as is necessary for the proper performance of Employee’s duties and responsibilities, and only as specifically authorized by Company in accordance with procedures established by Company. Following termination of Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not, directly or indirectly, disclose any Confidential Information of Company to any person or entity other than Company for any reason. During the period of Employee’s employment with Company or thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Company, during the period make use of the Employment Term with the Company and thereafter for so long as it remains any Confidential Information to other than in the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate performance of his duties in connection with the performance by Business. Employee agrees to take all reasonable steps which are necessary to safeguard the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingsecrecy and confidentiality of, and consult with and assist the Company (at the Company’s sole costproprietary rights to, Company’s Confidential Information. Employee further agrees that the obligation not to disclose Confidential Information of Company continues for as long as such information remains Confidential Information (as defined in Section 8(c) in seeking a protective order or request for another appropriate remedy, (B) in below). Notwithstanding the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of fact the Confidential Information thathas become or becomes known or generally available to the public, Employee shall not disclose Company’s relationship to or interest in any such information. Except as otherwise expressly provided herein, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment covenants set forth in this Section 8(a) shall be accorded to such Confidential Information by the receiving Person without time or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredgeographical limitation.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company's strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employmentyou shall, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawpracticable and lawful in any such events, the Company shall be given an opportunity to review the Confidential Information give prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver notice to the Company of your intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which you will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would not be considered confidential to the Company. The Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all copies other rights to which it may be entitled. You agree and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective acknowledge that money damages may not be an adequate remedy for breach of the location or form provisions of such material and, if requested by the Company, shall provide this Agreement and that the Company with written confirmation that all such materials have been so deliveredmay in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access tobe in position to receive and develop Confidential Information during the Employee’s tenure as an employee of the Company or any of its Affiliates. As long as the Employee is an employee of the Company or any of its Affiliates, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall nothold in a fiduciary capacity for the benefit of the Company all Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of his duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, without then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zb) as ordered by a courtdeliver promptly to the Company upon its written request any Confidential Information in his possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that in Employee need not deliver to the Company, and may retain, one copy of any event described in personal diaries, calendars, or personal notes of correspondence. If the preceding clause (y) provisions of any applicable law or (z), (A) the order of any court would require the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking to disclose or otherwise make available any Confidential Information to a protective order governmental authority or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)to any other third party, the Employee shall disclose only that portion give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the Confidential Information that, in the written opinion requirement of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded such disclosure or apply for a protective order with respect to such Confidential Information by appropriate proceedings. Notwithstanding the receiving Person foregoing, and in accordance with 18 U.S.C. § 1833, nothing herein prohibits Employee (1) from disclosing Confidential Information (a) in confidence to a Federal, State, or entity local government official, either directly or indirectly, or to an attorney, and (Cb) to solely for the extent permitted by applicable purpose of reporting or investigating a suspected violation of law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company ; or (2) from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all disclosing Confidential Information in the Employee’s possession a complaint or control irrespective of the location other document filed in a lawsuit or form of such material andother proceeding, if requested by the Companysuch filing is made under seal. Disclosures to attorneys, shall provide the Company with written confirmation that all such materials have been so deliveredmade under seal, or pursuant to court order are also protected in certain circumstances under 18 U.S.C. § 1833.

Nondisclosure of Confidential Information. ‌ MTC may be required to make available to CONSULTANT certain confidential, non-public or proprietary information (“Confidential Information”) for purposes of carrying out the Project. Confidential Information may be tangible, intangible, visual, oral, written, and/or electronic information, present or future, and includes: (i) The Company proprietary information learned through inspection of drawings, specifications or equipment; (ii) descriptions of proprietary processes, designs, functionality or know- how; (iii) proprietary software, programming data, code or information; and (iv) other information disclosed in writing and marked as “Confidential” or with a similar notice. As between MTC and CONSULTANT, Confidential Information shall remain the Employee agree sole and exclusive property of MTC, and no license or other rights to Confidential Information or any works deriving from Confidential Information is granted or implied hereby. Confidential Information does not include information that, during : a) is now or subsequently becomes generally available to the course public through no fault of the Employment Term with the Company, the Employee has had and will continue CONSULTANT; b) CONSULTANT can demonstrate to have access tohad rightfully in its possession prior to disclosure by MTC or its contractors, and vendors or licensors; c) CONSULTANT rightfully obtains from a third party who has gained and will continue the right to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use transfer or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationit; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (zd) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed by law or applicable legal process. CONSULTANT agrees to take all necessary and shall exercise reasonable best efforts precautions to assure that confidential treatment shall be accorded maintain the confidentiality of Confidential Information and agrees not to use, copy, distribute or disclose such Confidential Information except for the business purpose underlying this Agreement, except as authorized in writing by MTC. CONSULTANT further agrees to disclose Confidential Information only to its directors, officers, employees and consultants who need to know such information, and who have agreed to be bound by the receiving Person or entity terms and (C) to conditions of this Agreement. Promptly upon the extent permitted by applicable lawrequest of MTC, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to at any time and upon for any reason, CONSULTANT shall destroy or return to MTC, at MTC’s option, all documents, computer files and other tangible materials that contain Confidential Information. These obligations survive the termination of the Employment Term with the Companythis Agreement, the Employee shall promptly deliver to the Company all copies and embodiments, unless otherwise agreed in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested writing by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredMTC.

Nondisclosure of Confidential Information. (i) The Company Synteract agrees to hold in strict confidence and not to directly or indirectly cause, permit or enable the Employee agree thatdisclosure, during the course publication, transfer, misappropriation or revelation to any person or entity of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the express prior written consent of CancerVax. Synteract will impose upon its employees the Companysame obligations as contained herein. Synteract also agrees not to use the Confidential Information for any purpose at any time, during other than for the period sole purpose of providing the services under the terms of this Agreement. Synteract further agrees that any disclosure of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure will only be such as is reasonably necessary to its evaluation and will only be to employees of Synteract who are bound by written agreements with Synteract to maintain the Confidential Information in confidence. The obligations of Synteract under this Section 5 shall continue for a period of five (5) years from the date of termination or appropriate in connection with expiration of this Agreement. Notwithstanding any provision herein to the performance by the Employee of the duties of the Employee’s employmentcontrary, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that Synteract hereafter becomes obligated by mandatory applicable law, regulatory rule or administrative order to disclose the Confidential Information or any portion thereof, to any governmental authority or court, Synteract shall immediately notify CancerVax thereof of each such requirement and identify the documents so required thereby, so that CancerVax may seek an appropriate protective order or other remedy with respect to narrowing the scope of such requirement and/or waive compliance by Synteract with the provisions of this Agreement. If, in the absence of such protective order or remedy other remedy, Synteract is not obtainednonetheless required by mandatory applicable law, regulatory rule or if the Company waives compliance with the terms administrative order to disclose any part of the preceding clause (A)Confidential Information which is disclosed hereunder, the Employee Synteract may disclose such Confidential Information without liability hereunder, provided that, Synteract shall disclose furnish only that such portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, which is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddisclosed.

Nondisclosure of Confidential Information. (i) The Company parties represent and warrant to each other that they will maintain the Employee agree that, during secrecy of all Confidential Information made available by the course of the Employment Term with the Company, the Employee has had disclosing party and will continue disclose such information only to have access its applicable employees, officers, directors, accountants, attorneys, and/or shareholders and such other persons as the parties mutually agree. In the event that either party desires to make the Confidential Information available to any of its consultants, such party shall first require such consultant to deliver an executed copy of this Agreement to the other party. Further, in the event either party is, pursuant to, and has gained and will continue to gain knowledge with respect toor required by, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use regulation or discloselegal process, or knowingly permit to disclose any unauthorized Person to use, disclose or gain access to, any of the Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee disclosing party shall promptly notify the Company in writingnon-disclosing party promptly so the non-disclosing party may, and consult with and assist the Company (at the Company’s sole its cost) in seeking , seek a protective order or request for another other appropriate remedyremedy or, (B) in at its sole discretion, waive compliance with the terms of this Agreement. The disclosing party shall not disclose any Confidential Information until the court has made a ruling under such circumstances. In the event that no such protective order or other remedy is not obtained, or if that the Company non-disclosing party waives compliance with the terms of the preceding clause (A)this Agreement, the Employee shall disclose disclosing party will furnish only that portion of the Confidential Information thatwhich, in the written opinion of the Employee’s legal when advised by counsel, is legally required and will exercise all reasonable efforts (without the incurrence of cost) to be disclosed and shall exercise reasonable best efforts to assure obtain reliable assurance that confidential treatment shall will be accorded to such the Confidential Information by the receiving Person or entity Information. The parties further covenant and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review agree that they will use the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination only for purposes of the Employment Term determining whether they are interested in entering into an agreement or business relationship with the Companydisclosing party. The parties further covenant and agree that, the Employee shall promptly deliver to the Company all copies and embodimentsbest of their knowledge, in whatever form (including electronic), of all Confidential Information in disclosed by the Employee’s possession or control irrespective disclosing party is owned by the disclosing party, and all Confidential Information shall remain the property of the location disclosing party, unless otherwise agreed to in writing. Nothing contained in this Agreement shall be construed as granting or form conferring any rights, by license or otherwise, expressly, implied, or otherwise, to the disclosing party’s Confidential Information or any trademark, patent, copyright, invention, discovery, or improvement made, conceived, or acquired prior to or after the date of such material andthis Agreement, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredunless otherwise agreed to in writing.

Nondisclosure of Confidential Information. a) Employee acknowledges that Confidential Information (ias defined below) The obtained by Employee while employed by the Company and its Affiliates is the Employee agree that, during the course property of the Employment Term with the CompanyCompany or its Affiliates, the Employee has had and will continue to have access toas applicable. Therefore, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall notnot disclose, share, transfer or provide access to any unauthorized person or entity or use for Employee’s own purposes or those of any unauthorized person or entity any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that any information has become generally known to and available for use by applicable law, use the public or disclose, within the relevant trade or knowingly permit any unauthorized Person to use, disclose industry other than as a result of Employee’s acts or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the if Employee may receives a request to disclose Confidential Information (x) pursuant to a Person to whom the disclosure is reasonably necessary deposition, interrogation, request for information or appropriate documents in connection with the performance by the Employee of the duties of the Employee’s employmentlegal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance in writing with the terms of the preceding clause (A)hereof, the Employee shall use reasonable care to disclose only that portion of the Confidential Information thatInformation, in based on the written opinion advice of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving person or entity shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law) in respect of the applicable proceeding or process, and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the CompanyIn addition, the Employee shall promptly deliver not be prohibited from disclosing Confidential Information to a court or Employee’s legal counsel in connection with any claim or suit to defend or enforce Employee’s rights with respect to this Agreement or any related agreement (provided that such counsel agrees not to disclose any such information other than as necessary to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession prosecution or control irrespective of the location or form defense of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddispute).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Participant’s employment with the Company, the Employee has had and Participant will continue to have access to, and has gained and will continue to gain knowledge with respect to, certain Confidential Information. The Employee During his or her employment by the Company and thereafter, the Participant agrees that to hold in confidence and not access, disclose or use for his or her own benefit, other than such benefit as the Employee shall not, without the prior written consent Participant may derive as a member of the Company, during the period Company’s Confidential Information. For purposes of this MSU Award Agreement, “Confidential Information” means data and information (i) relating to the business of the Employment Term with Company, regardless of whether the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by data or information constitutes a trade secret under applicable law, use (ii) disclosed to the Participant or discloseof which the Participant became aware as a consequence of the Participant’s employment with the Company, or knowingly permit any unauthorized Person (iii) having value to usethe Company, disclose or gain access to(iv) not generally known to competitors of the Company, any Confidential Informationand (v) which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that such term shall not mean data or information (1) which has been voluntarily disclosed to the Employee may public by the Company, except where such public disclosure has been made by the Participant without authorization from the Company, (2) which has been independently developed and disclosed by others, or (3) which has otherwise entered the public domain through lawful means. In the event that the Participant becomes legally compelled to disclose any Confidential Information Information, the Participant shall provide the Company with written notice of such requirement within twenty-four (x24) hours of learning of such obligation (and in any event, prior to any disclosure) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify allow the Company in writing, and consult to seek a protective order or other remedy. The Participant agrees to cooperate with and assist the Company (at the Company’s sole costexpense) in seeking a protective order or request such protection for another appropriate remedy, (B) in Confidential Information. The Participant further agrees that any disclosure of Confidential Information pursuant to legal compulsion shall be only to the event that such protective order or remedy is not obtained, or if the Company waives compliance minimum extent necessary to comply with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeParticipant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredobligation.

Nondisclosure of Confidential Information. (ia) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had provided and will continue to have access toprovide to Employee confidential information and trade secrets including but not limited to Company’s operational, sales, marketing, personally identifiable information about employees, employee contact information and/or materials used for training and or/employee development, and has gained engineering information, customer lists, business contracts, partner agreements, pricing and will continue to gain knowledge with respect tostrategy information, product and cost or pricing data, compensation information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The This section is not intended to limit Employee’s rights to discuss Employee’s compensation or other terms and conditions of employment as allowed by law and “Confidential Information” does not include information which is known to the general public or within the relevant trade or industry through no breach of Employee agrees of this Section 4. Employee will not be 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, either directly or indirectly, or to an attorney, solely for the Employee shall not, without the prior written consent purpose of the Company, during the period reporting or investigating a suspected violation of the Employment Term with the Company and thereafter for law or that is made in a document filed in a lawsuit so long as it remains is filed under seal. Employee acknowledges that such Confidential Information is proprietary and agrees not to disclose it to anyone outside Company except to the extent that (i) it is necessary in connection with performing Employee’s duties; (ii) Employee is required by court order to disclose the Confidential Information, provided that, unless prohibited by law or regulation, Employee shall promptly inform Company, shall cooperate, at Company’s sole expense, with the Company to obtain a protective order or otherwise restrict disclosure, and shall use reasonable best efforts to only disclose Confidential Information to the greatest Initials: Company: Employee: minimum extent permitted by applicable lawnecessary to comply with the court order. In addition, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information to the extent required by law or by any governmental or regulatory or self-regulatory agency with actual or apparent authority to require Employee to disclose such information and to the extent necessary in connection with any dispute between the Company and Employee regarding this Agreement, any equity grant agreement (x) to a Person to whom including the disclosure is reasonably necessary Grant Agreement or appropriate any grant agreement issued in connection with the performance by grants under Section 3(e) above), the Employee of the duties of the Employee’s employment, Indemnification Agreement (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (ydefined below) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist any other written agreement between the Company (at the Company’s sole costor any of its subsidiaries or affiliates) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the and Employee. Employee shall disclose only that portion of the agrees to never use Confidential Information thatin competing, in the written opinion of the Employee’s legal counseldirectly or indirectly, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawwith Company. When employment ends, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of will immediately return all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by to the Company; provided Employee shall be permitted to retain, shall provide this Agreement, all agreements and plans governing his compensation and/or equity awards, the Company with written confirmation that all such materials have been so deliveredIndemnification Agreement, and any information or documents he reasonably believes is necessary to prepare his tax returns.

Nondisclosure of Confidential Information. (i) The Company Employee acknowledges and the Employee agree that, during agrees that in the course of the Employment Term with the Company, Employee’s employment the Employee has had been in a position to have access to and develop Confidential Information, and will continue to have access tobe in position to receive and develop Confidential Information during the Employee’s tenure as an employee of the Company or any of its Affiliates. As long as the Employee is an employee of the Company or any of its Affiliates, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall nothold in a fiduciary capacity for the benefit of the Company all Confidential Information which the Employee obtained during the Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely in the good faith performance of her duties for the Company and its Affiliates. If the employment of the Employee is terminated for any reason, without then, commencing with the termination date and continuing until the fifth anniversary of such date, the Employee shall (a) not communicate, divulge or make available to any Person (other than the Company and its Affiliates) any such Confidential Information, except with the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zb) as ordered by a courtdeliver promptly to the Company upon its written request any Confidential Information in her possession, including any duplicates thereof and any notes or other records the Employee has prepared with respect thereto, provided that in Employee need not deliver to the Company, and may retain, one copy of any event described in personal diaries, calendars, or personal notes of correspondence. If the preceding clause (y) provisions of any applicable law or (z), (A) the order of any court would require the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking to disclose or otherwise make available any Confidential Information to a protective order governmental authority or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)to any other third party, the Employee shall disclose only that portion give the Company, unless it is unlawful to do so, prompt prior written notice of such required disclosure and an opportunity to contest the Confidential Information that, in the written opinion requirement of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded such disclosure or apply for a protective order with respect to such Confidential Information by appropriate proceedings. Notwithstanding the receiving Person foregoing, and in accordance with 18 U.S.C. § 1833, nothing herein prohibits Employee (1) from disclosing Confidential Information (a) in confidence to a Federal, State, or entity local government official, either directly or indirectly, or to an attorney, and (Cb) to solely for the extent permitted by applicable purpose of reporting or investigating a suspected violation of law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company ; or (2) from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all disclosing Confidential Information in the Employee’s possession a complaint or control irrespective of the location other document filed in a lawsuit or form of such material andother proceeding, if requested by the Companysuch filing is made under seal. Disclosures to attorneys, shall provide the Company with written confirmation that all such materials have been so deliveredmade under seal, or pursuant to court order are also protected in certain circumstances under 18 U.S.C. § 1833.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Optionee acknowledges that during the course of the Employment Term Optionee’s employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee “Companies”) the Optionee has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Optionee hereby agrees and will continue acknowledges that the Optionee owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the Date of Grant, either during or after the period Optionee’s employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawOptionee will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Optionee’s duties to the Companies (provided the Optionee is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Optionee will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Optionee will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the EmployeeOptionee’s possession or under the Optionee’s control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so delivered.Confidential Information if the Optionee’s relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term “

Nondisclosure of Confidential Information. The Executive acknowledges that the information, observations and data obtained by him while employed by Cinergy concerning the business or affairs of Cinergy (i) The Company unless and except to the Employee agree that, during extent the course foregoing become generally known to and available for use by the public other than as a result of the Employment Term with Executive’s acts or omissions to act) (hereinafter defined as “Confidential Information”) are the Companyproperty of Cinergy and he was and is required to hold in a fiduciary capacity all Confidential Information obtained by him while employed by Cinergy for the benefit of Cinergy as well as the successors and assigns thereof. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee he shall not, not disclose any Confidential Information without the prior written consent of the Company, during Chief Legal Officer or the period Chief Executive Officer of the Employment Term with the Company Cinergy Corp. (which may be withheld for any reason or no reason) unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) except to the extent permitted that such disclosure is required by applicable lawany subpoena or other legal process (in which event the Executive will give the Chief Legal Officer of Cinergy Corp. prompt notice of such subpoena or other legal process in order to permit Cinergy to seek appropriate protective orders), and that he shall not use any Confidential Information for his own account without the prior written consent of the Chief Executive Officer of Cinergy Corp. (which may be withheld for any reason or no reason). As soon as practicable following the last day of the Consulting Period, the Company Executive shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company to the attention of Xx. Xxxxxxx Xxxxxxxx, Vice President, Human Resources, Cinergy Corp., 000 Xxxx Xxxxxx Xxxxxx, 00 XX XX, Xxxxxxxxxx, Xxxx 00000, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, or to the work product or the business of Cinergy which he may possess or have under his control. The Executive’s obligations under this Section are in addition to, and embodimentsnot in limitation of or preemption of, in whatever form (including electronic)all other obligations of confidentiality which the Executive may have to Cinergy under general legal or equitable principles, of all Confidential Information in the Employee’s possession and federal, state or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredlocal law.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee he has had been and will continue to have be provided by Company with access toto certain confidential information, trade-secrets, and has gained other matters that are of a confidential and will continue proprietary nature, including but not limited to gain knowledge with respect toCompany’s customer list, vendors, suppliers, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee Company provides on an ongoing basis such Confidential Information as Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such AMENDED AND RESTATED CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT/XXXXXXX — Page 9 Confidential Information remains confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside Company except to the greatest extent permitted by applicable law, that (i) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yii) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify the inform Company of such event, shall cooperate with Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and should 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 another appropriate remedy, (B) use in the event industry in which Company does business, other than as a result of any action or inaction by Executive. Executive further agrees that such protective order or remedy is he will not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of during employment and/or any time thereafter use the Confidential Information thatin competing, in the written opinion of the Employee’s legal counseldirectly or indirectly, is legally required with Company. At such time as Executive shall cease to be disclosed employed by Company, he will immediately turnover to Company all Confidential Information, including all computers, personal data devices, papers, documents, writings, electronically stored information, other property, and shall exercise reasonable best efforts all copies of them, provided to assure that confidential treatment shall be accorded to such Confidential Information or created by him during the receiving Person or entity course of his employment with Company. This nondisclosure covenant is binding on Executive, as well as his heirs, successors and (C) to the extent permitted by applicable lawlegal representatives, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon will survive termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. Recipient agrees to keep confidential and not to disclose (ior allow any members of its evaluation team to disclose) The Company any Confidential Information received from Confluent Medical, other than to members of Recipient’s evaluation team, which may include employees, agents, consultants, legal and financial representatives, under written obligations of confidentiality no less restrictive than those contained herein, who need to know such Confidential Information in connection with the Employee agree that, during the course purpose hereof and only after informing each member of their evaluation team of the Employment Term with the Company, the Employee terms and conditions of this Agreement. Recipient shall be responsible for any disclosures of Confluent Medical’s Confidential Information by any party to whom it has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, disclosed such Confidential Information. The Employee Unless otherwise agreed in writing by both parties, Recipient agrees that any information disclosed to Confluent Medical by Recipient is not Confidential Information and Confluent Medical shall not be responsible for maintaining the Employee shall not, confidentiality of any information disclosed by Recipient. Recipient agrees that it will not use any Confidential Information provided by Confluent Medical for any purpose other than evaluating or undertaking a possible business relationship with Confluent Medical without the Confluent Medical’s prior written consent consent. This Agreement and all obligations of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person Recipient herein not to use, disclose or gain disseminate any of Confluent Medical’s Confidential Information will continue indefinitely. Notwithstanding the foregoing, the obligations specified herein shall not apply to any information that is clearly demonstrated to fall within the following categories: information that is or hereinafter becomes publicly known or available other than through unauthorized disclosure by Recipient; or information that Recipient can demonstrate was in its possession at the time of disclosure and was not acquired, directly or indirectly, from Confluent Medical, unless previously disclosed on a non-confidential basis; or information Recipient received in good faith from a third party who is not under a similar restriction of confidentiality and has a right to disclose the information; or information that can be proven, as evidenced by Recipient’s written records, to have been independently developed, after a disclosure hereunder, by employees of Recipient without access to, any to Confidential Information; provided, howeverand without the aid, application or use in any way of Confidential Information received from Confluent Medical under this Agreement. Nothing herein shall obligate Confluent Medical to disclose any particular Confidential Information. The parties understand and agree that the Employee may disclose disclosure of Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that shall not result in any event described in obligation on the preceding clause (y) part of either party to enter into any future agreement or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredbusiness relationship.

Nondisclosure of Confidential Information. (ia) The Company Executive acknowledges that Executive is and the Employee agree that, during the course of the Employment Term shall become familiar with the Company's Confidential Information (as defined below), the Employee has had and will continue to have access toincluding trade secrets, and has gained that Executive's services are of special, unique and will continue extraordinary value to gain knowledge with respect tothe Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Confidential Information. The Employee Executive agrees that the Employee Executive shall not, not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, during the period of the Employment Term with the Company unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted that the aforementioned matters become generally known to and available for use by applicable law, use the public other than as a result of Executive's acts or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationomissions in violation of this Agreement; provided, however, that the Employee may if Executive receives a request to disclose Confidential Information (x) pursuant to a Person deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to whom the disclosure is reasonably necessary or appropriate in connection with the performance extent permitted by the Employee of the duties of the Employee’s employmentlaw, (yi) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify in writing the Company in writingCompany, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another other appropriate remedy, (Bii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A)hereof, the Employee Executive shall disclose only that portion of the Confidential Information thatwhich, in the written opinion of the Employee’s Executive's legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure provide that confidential treatment the receiving Person shall be accorded agree to treat such Confidential Information by the receiving Person or entity and (C) as confidential to the extent possible (and permitted by under applicable law, ) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested Pursuant to 18 U.S.C. 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company or its subsidiaries or Affiliates that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive's attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company from time for reporting a suspected violation of law, Executive may disclose the trade secret to time Executive's attorney and upon termination of use the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information trade secret information in the Employee’s possession or control irrespective of the location or form of such material andcourt proceeding, if requested Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredsection.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Employee in the performance of his duties. Employee understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Employee deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Employee is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance with the terms does business, other than as a result of the preceding clause (A), the any action or inaction by Employee. Employee shall disclose only further agrees that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to he will not during employment and/or at any time thereafter use such Confidential Information by in competing, directly or indirectly, with the receiving Person or entity and (C) Company. At such time as Employee shall cease to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested employed by the Company from or any other time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if as requested by the Company, shall provide Employee will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with written confirmation that all such materials have been so deliveredthe Company, except for any of Employee’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Employee, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivered.this Agreement for any reason. EXECUTION COPY

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Employee in the performance of his duties. Employee understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Employee deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Employee is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance with the terms does business, other than as a result of the preceding clause (A), the any action or inaction by Employee. Employee shall disclose only further agrees that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to he will not during employment and/or at any time thereafter use such Confidential Information by in competing, directly or indirectly, with the receiving Person or entity and (C) Company. At such time as Employee shall cease to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested employed by the Company from or any other time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if as requested by the Company, shall provide Employee will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with written confirmation that all such materials have been so deliveredthe Company, except for any of Employee’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Employee, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason. 5.

Nondisclosure of Confidential Information. During the Employment Term, Employee shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Employee during Employee’s employment (whether prior to or after the Agreement Date) and shall use such Confidential Information solely within the scope of his employment with and for the exclusive benefit of the Company. For a period of five years after the expiration of the Employment Term, Employee agrees (a) not to communicate, divulge or make available to any person or entity (other than the Company) any such Confidential Information, except (i) The upon the prior written authorization of the Company, (ii) to professional advisors of Employee, provided that such professional advisors do not communicate or otherwise use such information in a manner that is a prohibited communication or use by Employee under this Agreement, or (iii) as may be required by law or legal process, and (b) to deliver promptly to the Company any Confidential Information in his possession, including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. Employee shall be permitted to retain copies of such Confidential Information as is necessary in order to enable the Employee agree thatto assert any rights to payments or benefits under this Agreement, during provided that such Confidential Information shall be used solely for such purpose. In the course event that the provisions of any applicable law or the Employment Term order of any court would require Employee to disclose or otherwise make available any Confidential Information, Employee shall give the Company prompt prior written notice of such required disclosure and an opportunity to contest the requirement of such disclosure or apply for a protective order with respect to such Confidential Information by appropriate proceedings. Nothing contained herein shall prohibit Employee from using, in connection with seeking other employment or after termination of his employment with the Company, the knowledge and experience acquired by Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent while an employee of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, provided such use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom does not involve the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective violation of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee has had and Company will continue provide Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides 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 thereafter for so long as it remains acknowledges that such Confidential Information is Exhibit 10.1 confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance with the terms does business, other than as a result of the preceding clause (A), the Employee shall disclose only any action or inaction by Executive. Executive further agrees that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to he will not during employment and/or at any time thereafter use such Confidential Information by in competing, directly or indirectly, with the receiving Person or entity and (C) Company. At such time as Executive shall cease to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested employed by the Company from or any other time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if as requested by the Company, shall provide Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with written confirmation that all such materials have been so deliveredthe Company, except for any of Executive’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Executive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree thatreaffirms his obligations pursuant to Section 4 of his Employment Agreement, during as set forth fully below: During the course of the Employment Term Executive’s employment with the Company, the Employee has had and Company will continue provide the Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, formatting and will continue to gain knowledge with respect toprogramming concepts and plans, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee Company agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Executive in the performance of his duties. The Executive understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (i) the Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of Company; (ii) the Employee’s employment, (y) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in such case, the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request 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 another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance does business, other than as a result of any action or inaction by the Executive. The Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the terms of the preceding clause (A), Company. At such time as the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required cease to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information employed by the receiving Person or entity and (C) Company, he will immediately turn over to the extent permitted Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by applicable law, him during the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination course of the Employment Term his employment with the Company, provided however, that Executive shall have the Employee shall promptly deliver right to keep his rolodex (and/or the Company all copies electronic equivalent thereof). This nondisclosure covenant is binding on the Executive, as well as his heirs, successors, and embodimentslegal representatives, in whatever form (including electronic), and will survive the termination of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredhis Employment Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. Employee shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Employee during Employee’s employment by the Company and shall use such Confidential Information solely within the scope of her employment with and for the exclusive benefit of the Company. Employee agrees (i) The Company and the Employee agree thatnot to communicate, during the course of the Employment Term with divulge or make available to any person or entity (other than the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, ) any such Confidential Information. The Employee agrees that the Employee shall not, without except upon the prior written consent authorization of the Company, during the period of the Employment Term with the Company and thereafter for so long Superior or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zii) as ordered by a courtat the end of the Employment Period, provided to deliver promptly to the Company any Confidential Information in her possession, including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. In the event that in the provisions of any event described in applicable law or the preceding clause (y) order of any court would require Employee to disclose or (z)otherwise make available any Confidential Information, (A) whether during the Employment Period or thereafter, then Employee shall promptly notify give Superior prompt prior written notice of such required disclosure (including a copy of the Company in writingdisclosure request, if applicable) and consult with and assist an opportunity to contest the Company (at the Company’s sole cost) in seeking requirement of such disclosure or apply for a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded respect to such Confidential Information by appropriate proceedings. In accordance with the receiving Person or entity Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and (C) to the extent permitted by other applicable law, nothing in this Agreement, or any other agreement or policy shall prevent Employee from, or expose Employee to criminal or civil liability under federal or state trade secret law for, (i) directly or indirectly sharing any of the Company shall be given an opportunity to review the Company’s trade secrets or other Confidential Information prior to disclosure thereof. As requested (except information protected by the Company from time Company’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response to time and upon termination of the Employment Term with a subpoena or otherwise, without notice to the Company, or (ii) disclosing trade secrets in a complaint or other document filed in connection with a legal claim, provided that the filing is made under seal. Further, nothing herein shall prevent Employee shall promptly deliver from discussing or disclosing information related to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession general job duties or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredresponsibilities and/or regarding employee wages.

Nondisclosure of Confidential Information. (i) The Company Know-How, all other proprietary secrets and all other information that would reasonably be considered confidential which the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company Licensee obtains from time to time from the Licensor pursuant to this Agreement (the "Confidential Information") shall be and upon termination remain the sole and exclusive property and secrets of the Employment Term Licensor and shall be used by the Licensee only in connection with and for the Company, term of this Agreement. Licensee agrees (i) to hold the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all disclosing party's Confidential Information in confidence as a fiduciary and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Employee’s possession receiving party employs with respect to its confidential materials), (ii) not to divulge (except pursuant to a sublicense expressly authorized in this Agreement) any such Confidential Information or control irrespective any information derived therefrom to any third party, (iii) not to make any use whatsoever at any time of such Confidential Information, including, without limitation, to compete with the other party during the term of this Agreement, except as expressly authorized in this Agreement, and (iv) not to remove or export from the United States or re-export any such Confidential Information or any direct product thereof (e.g., Products by whomever made) except with and in compliance with all licenses and approvals required under applicable U.S. and foreign export laws and regulations, including without limitation, those of the location U.S. Department of Commerce. Any employee given access to any such Confidential Information must have a legitimate "need to know" and shall be similarly bound in writing. The Licensee must promptly notify Licensor of any information it believes comes within any circumstance listed in the immediately preceding sentence and will bear the burden of proving the existence of any such circumstance by clear and convincing evidence. Licensee's obligations under this section shall survive termination of this Agreement. Licensee acknowledges and agrees that due to the unique nature of Licensor's Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Licensee or form third parties to unfairly compete with Licensor resulting in irreparable harm to Licensor, and therefore, that upon any such breach or any threat thereof, Licensor shall be entitled to appropriate equitable relief (without the posting of such material and, if requested any bond) in addition to whatever remedies it might have at law and to be indemnified by the Companyreceiving party from any loss or harm, shall provide including, without limitation, reasonable attorney's fees and costs, in connection with any breach or enforcement of the Company with written confirmation that all receiving party's obligations hereunder or the unauthorized use or release of any such materials have been so deliveredConfidential Information. Licensee will notify the disclosing party in writing immediately upon the occurrence of any such unauthorized release or other breach. Any breach of this section will constitute a material breach of this Agreement.

Nondisclosure of Confidential Information. Employee shall hold in a fiduciary capacity for the benefit of the Company all Confidential Information which shall have been obtained by Employee during Employee’s employment by the Company and shall use such Confidential Information solely within the scope of his employment with and for the exclusive benefit of the Company. Employee agrees (i) The Company and the Employee agree thatnot to communicate, during the course of the Employment Term with divulge or make available to any person or entity (other than the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, ) any such Confidential Information. The Employee agrees that the Employee shall not, without except upon the prior written consent authorization of the Company, during the period of the Employment Term with the Company and thereafter for so long Superior or as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as be required by law or legal process, and (zii) as ordered by a courtat the end of the Employment Period, provided to deliver promptly to the Company any Confidential Information in his possession, including any duplicates thereof and any notes or other records Employee has prepared with respect thereto. In the event that in the provisions of any event described in applicable law or the preceding clause (y) order of any court would require Employee to disclose or (z)otherwise make available any Confidential Information, (A) whether during the Employment Period or thereafter, then Employee shall promptly notify give Superior prompt prior written notice of such required disclosure (including a copy of the Company in writingdisclosure request, if applicable) and consult with and assist an opportunity to contest the Company (at the Company’s sole cost) in seeking requirement of such disclosure or apply for a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded respect to such Confidential Information by appropriate proceedings. In accordance with the receiving Person or entity Defend Trade Secrets Act, 18 U.S.C. § 1833(b), and (C) to the extent permitted by other applicable law, nothing in this Agreement, or any other agreement or policy shall prevent Employee from, or expose Employee to criminal or civil liability under federal or state trade secret law for, (i) directly or indirectly sharing any of the Company shall be given an opportunity to review the Company’s trade secrets or other Confidential Information prior to disclosure thereof. As requested (except information protected by the Company from time Company’s attorney-client or work product privilege) with an attorney or with any federal, state, or local government agencies, regulators, or officials, for the purpose of investigating or reporting a suspected violation of law, whether in response {EMPLOY~1.1} } Execution Version to time and upon termination of the Employment Term with a subpoena or otherwise, without notice to the Company, or (ii) disclosing trade secrets in a complaint or other document filed in connection with a legal claim, provided that the filing is made under seal. Further, nothing herein shall prevent Employee shall promptly deliver from discussing or disclosing information related to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession general job duties or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredresponsibilities and/or regarding employee wages.

Nondisclosure of Confidential Information. (ia) The Company Employee acknowledges that in and the as a result of Employee’s employment by Company, Employee agree that, during the course will be privy to Confidential Information of a special and unique nature and value to Company. In view of the Employment Term with the Company, the Employee has had and will continue to have access toforegoing, and has gained as a material inducement to Company to enter into this Agreement and will continue to gain knowledge with respect topay to Employee compensation and other benefits stated herein, Confidential Information. The Employee covenants and agrees that the Employee shall not, directly or indirectly, at any time during the period of Employee’s employment, disclose any Confidential Information (defined below in Section 8(c)) to any person, firm, corporation, or other business entity, except as is necessary for the proper performance of Employee’s duties and responsibilities, and only as specifically authorized by Company in accordance with procedures established by Company. Following termination of Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not, directly or indirectly, disclose any Confidential Information of Company to any person or entity other than Company for any reason. During the period of Employee’s employment with Company or thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Company, during the period make use of the Employment Term with the Company and thereafter for so long as it remains any Confidential Information to other than in the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate performance of her duties in connection with the performance by Business. Employee agrees to take all reasonable steps which are necessary to safeguard the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingsecrecy and confidentiality of, and consult with and assist the Company (at the Company’s sole costproprietary rights to, Company’s Confidential Information. Employee further agrees that the obligation not to disclose Confidential Information of Company continues for as long as such information remains Confidential Information (as defined in Section 8(c) in seeking a protective order or request for another appropriate remedy, (B) in below). Notwithstanding the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of fact the Confidential Information thathas become or becomes known or generally available to the public, Employee shall not disclose Company’s relationship to or interest in any such information. Except as otherwise expressly provided herein, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment covenants set forth in this Section 8(a) shall be accorded to such Confidential Information by the receiving Person without time or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredgeographical limitation.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during the course of the Employment Term with the Company, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Provider agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company it will hold in strict confidence and thereafter for so long as it remains Confidential Information not disclose to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, third party any Confidential Information, except as approved in writing by the Company; provided, however, that the Employee may Provider shall not be obligated to treat as confidential, any Confidential Information that the Provider can prove through written documentation that (i) is known or made available to the public or otherwise is in the public domain at the time of disclosure by the Company or a Company Designee to Provider, (ii) becomes part of the public domain after disclosure by the Company to Provider by any means except through breach of this Agreement by the Provider, or by a third party under an obligation of confidentiality to the Company or a Company Designee, or (iii) has been otherwise known by the Provider prior to communication by the Company or a Company Designee to Provider of such information. In the event a court or governmental agency legally compels the Provider to disclose Confidential Information (x) to a Person to whom Information, the disclosure is reasonably necessary or appropriate in connection with Provider shall promptly inform the performance by the Employee Company of the duties of the Employee’s employmentcompelled disclosure, (y) as required by law or (z) as ordered by a court, provided so that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist or the Company (at the Company’s sole cost) in seeking Designee may seek a protective order or request for another appropriate other remedy, (B) and the Company agrees to cooperate with the Company in the event that such any proceeding to obtain a protective order or remedy other remedy. If, in the absence of a protective order or other remedy, Provider is not obtainednonetheless, or if in the Company waives compliance with the terms opinion of the preceding clause (A)Provider’s legal counsel, the Employee shall compelled to disclose Confidential Information, Provider may disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, that such counsel advises Provider is legally required to be disclosed. In such an event, Provider shall give to the Company written notice of the Confidential Information to be disclosed and as far in advance of its disclosure as is practicable and, upon the Company’s request, Provider shall exercise use reasonable best commercial efforts to assure obtain assurances that confidential treatment shall will be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredinformation.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and as a condition of employment agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive’s employment with the Company, the Employee has had and Company will continue provide Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Employee agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with Company provides 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 thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (a) Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of the Employee’s employment, Company; (yb) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z)such case, (A) the Employee Executive shall promptly notify inform the Company of such Exhibit 10.2 event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for another appropriate remedy, (B) use in the event that such protective order or remedy is not obtained, or if industries in which the Company waives compliance with the terms does business, other than as a result of the preceding clause (A), the Employee shall disclose only any action or inaction by Executive. Executive further agrees that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to he will not during employment and/or at any time thereafter use such Confidential Information by in competing, directly or indirectly, with the receiving Person or entity and (C) Company. At such time as Executive shall cease to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested employed by the Company from or any other time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if as requested by the Company, shall provide Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them, provided to or created by him during the course of his employment with written confirmation that all such materials have been so deliveredthe Company, except for any of Executive’s personal employment-related documents or agreements, equity plan documents or any tax-related documentation. This nondisclosure covenant is binding on Executive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Participant’s employment with the Company, the Employee has had and Participant will continue to have access to, and has gained and will continue to gain knowledge with respect to, certain Confidential Information. The Employee During his or her employment by the Company and thereafter, the Participant agrees that to hold in confidence and not access, disclose or use for his or her own benefit, other than such benefit as the Employee shall not, without the prior written consent Participant may derive as a member of the Company, during the period Company’s Confidential Information. For purposes of this RSU Award Agreement, “Confidential Information” means data and information (i) relating to the business of the Employment Term with Company, regardless of whether the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by data or information constitutes a trade secret under applicable law, use (ii) disclosed to the Participant or discloseof which the Participant became aware as a consequence of the Participant’s employment with the Company, or knowingly permit any unauthorized Person (iii) having value to usethe Company, disclose or gain access to(iv) not generally known to competitors of the Company, any Confidential Informationand (v) which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information; provided, however, that such term shall not mean data or information (1) which has been voluntarily disclosed to the Employee may public by the Company, except where such public disclosure has been made by the Participant without authorization from the Company, (2) which has been independently developed and disclosed by others, or (3) which has otherwise entered the public domain through lawful means. In the event that the Participant becomes legally compelled to disclose any Confidential Information Information, the Participant shall provide the Company with written notice of such requirement within twenty-four (x24) hours of learning of such obligation (and in any event, prior to any disclosure) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify allow the Company in writing, and consult to seek a protective order or other remedy. The Participant agrees to cooperate with and assist the Company (at the Company’s sole costexpense) in seeking a protective order or request such protection for another appropriate remedy, (B) in Confidential Information. The Participant further agrees that any disclosure of Confidential Information pursuant to legal compulsion shall be only to the event that such protective order or remedy is not obtained, or if the Company waives compliance minimum extent necessary to comply with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the EmployeeParticipant’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredobligation.

Nondisclosure of Confidential Information. (i) The Company Executive acknowledges and the Employee agree agrees that, during in the course of the Employment Term his employment with the Company, he has acquired certain Confidential Company Information which the Employee Executive knew or understood was confidential or proprietary to the Company and which, as used in this Agreement, means: information belonging to or possessed by the Company which is not available in the public domain, including, without limitation, (a) information received from the customers, suppliers, vendors, employees, or agents of the Company under confidential conditions; (b) confidential account information regarding customers of the Company; (c) the Company’s confidential accounting, tax, or financial information results, procedures and methods; and (d) other confidential technical, marketing, or business information, or policies received because of the Executive’s employment by the Company. The Executive understands and agrees that such Confidential Company Information has been disclosed to the Executive for the Company’s use only. The Executive understands and agrees that he: (i) will not disclose or communicate Confidential Company Information to any person or persons except that the restrictions in this sentence will only apply with respect to clause (d) above with respect to the Company’s markets as of the date hereof; and (ii) will not make use of Confidential Company Information on the Executive’s own behalf, or on behalf of any other person or persons except that the restrictions in this sentence will only apply with respect to clause (d) above with respect to the Company’s markets as of the date hereof. The Executive agrees to give immediate written notice to the Company at Town Sports International, Inc., 800 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attn: Rxxxxx X. Xxxxxx, Esq., Vice President & General Counsel, with a copy to Bxxxx X. Xxxxxx, Esq., Gxxxxxxxx Txxxxxx LLP, 200 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 in the event he is ordered by a court or otherwise compelled by law to reveal any Confidential Company Information to any third party. In view of the nature of the Executive’s employment and the nature of the Confidential Company Information he has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee the Executive agrees that the Employee shall notany unauthorized disclosure to any person or persons of Confidential Company Information, without the prior written consent or other violation or threatened violation of the Companythis Agreement, during the period of the Employment Term with will cause irreparable damage to the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawtherefore, the Company shall be given entitled to an opportunity to review injunction prohibiting the Confidential Information prior to disclosure thereof. As requested by the Company Executive from time to time and upon termination any further disclosure, attempted disclosure, violation, or threatened violation of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with Live Nation, Live Nation will provide the CompanyEmployee with access to certain confidential information, trade secrets and other matters which are of a confidential or proprietary nature, including, without limitation, Live Nation’s customer lists, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, employment pay information and data, and other information Live Nation treats as confidential or proprietary (collectively, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, “Confidential Information”). Live Nation provides on an ongoing basis such Confidential Information as Live Nation deems necessary or desirable to aid the Employee in the performance of the Employee’s duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside Live Nation (other than the greatest Employee’s legal counsel) except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that that: (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with the performance by the Employee of the duties of performing the Employee’s employment, duties on behalf of Live Nation; (yii) as the Employee is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver inform Live Nation of such event, shall cooperate with Live Nation in attempting to obtain a protective order or to otherwise restrict such disclosure and shall only disclose Confidential Information to the Company all copies and embodiments, in whatever form minimum extent necessary to comply with any such court order; or (including electronic), of all iii) such Confidential Information becomes generally known to and available for use in the industries in which Live Nation does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that the Employee will not, during employment and/or at any time thereafter, use such Confidential Information for any purpose, including but not limited to competing, directly or indirectly, with Live Nation. The Employee agrees that any confidential or proprietary information and materials the Employee receives from third parties relating to the Employee’s possession employment with Live Nation shall be deemed “Confidential Information” for all purposes of this Agreement and will be subject to all limitations on use and disclosure set forth in this Agreement, and the Employee shall not use or control irrespective disclose any such information and materials in any manner inconsistent with any of Live Nation’s obligations towards such third party. At such time as the Employee shall cease to be employed by Live Nation, the Employee will immediately turn over to Live Nation all Confidential Information, including papers, documents, writings, electronically stored information, other property and all copies of them, provided to or created by the Employee’s during the course of the location Employee’s employment with Live Nation. The Employee also agrees that during the Employee’s employment with Live Nation and following the severance of the Employee’s employment for any reason, the Employee will not use Confidential Information, directly or form indirectly, either for the Employee or for any other business, operation, corporation, partnership, association, agency or other person or entity, to call upon, compete for, solicit, divert or take away, or attempt to divert or take away, current or prospective customers of such material andLive Nation (including, if requested by without limitation, any customer with whom Live Nation: (i) has an existing agreement or business relationship; (ii) has had an agreement or business relationship within the Company, shall provide six-month period preceding the Company Employee’s last day of employment with written confirmation that all such materials have been so deliveredLive Nation; or (iii) has included as a prospect in its applicable pipeline).

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, acknowledges that during the course of the Employment Term Employee's employment with the Company, the Employee has had and or will continue to have access toto and knowledge of certain information that the Company considers confidential, and has gained the release of such information to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees acknowledges that the Employee shall notowes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of after the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term employment with the Company, the Employee shall promptly deliver will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct the Employee's duties hereunder, provided the Employee is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Employee will use reasonable best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person. The Employee will return to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s 's possession or under the Employee’s control irrespective of the location or form of such material and, if requested by the Company, shall provide whenever the Company with written confirmation that shall so request, and in any event will promptly return all such materials have been so delivered.Confidential Information if the Employee’s relationship with the Company ceases for any or no reason and will not retain any copies thereof. For purposes hereof, the term "

Nondisclosure of Confidential Information. The Executive acknowledges that the information, observations and data obtained by him while employed by Cinergy concerning the business or affairs of Cinergy (i) The Company unless and except to the Employee agree that, during extent the course foregoing become generally known to and available for use by the public other than as a result of the Employment Term with Executive’s acts or omissions to act, and except for Executive’s know-how and any information known to him prior to his employment) (hereinafter defined as “Confidential Information”) are the Companyproperty of Cinergy and he was and is required to hold in a fiduciary capacity all Confidential Information obtained by him while employed by Cinergy for the benefit of Cinergy as well as the successors and assigns thereof. Therefore, the Employee has had and will continue to have access to, and has gained and will continue to gain knowledge with respect to, Confidential Information. The Employee Executive agrees that the Employee he shall not, not disclose any Confidential Information without the prior written consent of the Company, during Chief Legal Officer or the period Chief Executive Officer of the Employment Term with the Company Cinergy Corp. (which may be withheld for any reason or no reason) unless and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) except to the extent permitted that such disclosure is required by applicable lawany subpoena or other legal process (in which event the Executive will give the Chief Legal Officer of Cinergy Corp. prompt notice of such subpoena or other legal process in order to permit Cinergy to seek appropriate protective orders), and that he shall not use any Confidential Information for his own account without the prior written consent of the Chief Executive Officer of Cinergy Corp. (which may be withheld for any reason or no reason). As soon as possible after his execution of this Agreement, the Company Executive shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in to the Employee’s possession or control irrespective attention of the location Vice President, Human Resources, Cinergy Corp., 000 Xxxx Xxxxxx Xxxxxx, 00 XX XX, Xxxxxxxxxx, Xxxx 00000, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, or form to the work product or the business of such material andCinergy which he may possess or have under his control. The Executive’s obligations under this Section are in addition to, if requested by and not in limitation of or preemption of, all other obligations of confidentiality which the CompanyExecutive may have to Cinergy under general legal or equitable principles, shall provide the Company with written confirmation that all such materials have been so deliveredand federal, state or local law.

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that you shall, to the Employee may extent practicable and lawful in any such events, give prior notice to the Company of your intent to disclose Confidential Information any such confidential business information in such context so as to allow the Company an opportunity (xwhich you will not oppose) to a Person obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at would not be considered confidential to the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in . In the event that such protective order or remedy is not obtained, or if the Company waives compliance with of any conflict in terms between this Section 33 and the terms of the preceding clause (A)any Company confidentiality or proprietary information agreement you have executed, the Employee terms of such other confidentiality or proprietary information agreement shall disclose only prevail and govern. __________________ EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that portion certain Restricted Stock Grant Agreement dated as of [ ], the undersigned hereby sells, assigns and transfers unto [ ] ordinary shares of GAN Limited, standing in the undersigned’s name on the books of said corporation represented by certificate No. ____________, herewith, and does hereby irrevocably constitute and appoint _____________ attorney-in-fact to transfer the said stock on the books of the Confidential Information that, said corporation with full power of substitution in the written opinion premises. Dated: [Month] [Day], 20__ EXHIBIT B ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned taxpayer hereby elects, pursuant to § 83(b) of the Employee’s legal counselInternal Revenue Code of 1986, is legally required as amended, to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by include in gross income as compensation for services the receiving Person or entity and excess (Cif any) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective fair market value of the location or form of such material and, if requested by shares described below over the Company, shall provide the Company with written confirmation that all such materials have been so deliveredamount paid for those shares.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had with access to certain confidential information, trade secrets and will continue to have access toother matters which are of a confidential or proprietary nature, including, without limitation, the Company’s customer lists, pricing information, production and has gained cost data, compensation and will continue to gain knowledge with respect tofee information, strategic business plans, budgets, financial statements and other information the Company treats as confidential or proprietary (collectively, the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that that: (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term your employment with the CompanyCompany and its affiliates, the Employee has you have had and will may continue to have access to, and has have gained and will may continue to gain knowledge with respect to, “Confidential Information” (as defined below). The Employee agrees You agree that the Employee you shall not, without the prior written consent of the Company, during the period of the Employment Term your employment with the Company and its affiliates and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawInformation, use or disclose, or knowingly permit any unauthorized Person “Person” (as defined in Section 13(d) of the Securities Exchange Act of 1934) to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee you may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court; provided, provided that further, that, in any event described in the preceding clause (y) or (z)proviso, (Ax) to the Employee extent permitted by applicable law, you shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (By) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (Ax), the Employee you shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, that is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity Person, and (Cz) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by Without limiting the foregoing, you agree to keep confidential the existence of, and any information concerning, any dispute between you and the Company from time to time and upon termination or any of the Employment Term with the Companyits affiliates, the Employee shall promptly deliver except that you may disclose information concerning such dispute to the Company all copies court that is considering such dispute and embodiments, in whatever form (including electronic), of all Confidential Information in to your legal counsel; provided that such counsel agrees not to disclose any such information other than as necessary to the Employee’s possession prosecution or control irrespective of the location or form defense of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so delivereddispute.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of his duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to use or disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing his duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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. Confidential Information shall no longer be deemed confidential or proprietary at such time as it becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in his employment with the Company. This nondisclosure covenant is binding on the Employee’s possession or control irrespective , as well as his heirs, successors, and legal representatives, and will survive the termination of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredthis Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Executive's employment with the Company, the Employee has had and Company will continue provide the Executive with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company's customer lists, formatting and will continue to gain knowledge with respect toprogramming concepts and plans, pricing information, production and cost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the "Confidential Information"). The Employee Company agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Executive in the performance of his duties. The Executive understands and thereafter for so long as it remains acknowledges that such Confidential Information is confidential and proprietary, and agrees not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, that (i) the Executive deems such disclosure or use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee performing his duties on behalf of the duties of Company; (ii) the Employee’s employment, (y) as Executive is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in such case, the preceding clause (y) or (z), (A) the Employee Executive shall promptly notify inform the Company of such event, shall cooperate with the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking attempting to obtain a protective order or request for another appropriate remedyto otherwise restrict such disclosure, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee and shall only disclose only that portion of the Confidential Information that, in to the written opinion of the Employee’s legal counsel, is legally required minimum extent necessary to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to comply with any such court order; or (iii) such Confidential Information becomes generally known to and available for use in the industries in which the Company does business, other than as a result of any action or inaction by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Executive. The Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term in competing, directly or indirectly, with the Company. At such time as the Executive shall cease to be employed by the Company, the Employee shall promptly deliver he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by him during the course of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by his employment with the Company. This nondisclosure covenant is binding, shall provide on the Company with written confirmation that all such materials have been so deliveredExecutive, as well as his heirs, successors, and legal representatives, and will survive the termination of this Agreement for any reason.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, Optionee acknowledges that during the course of the Employment Term Optionee's employment with the CompanyCompany and/or its Subsidiaries (collectively, the Employee "Companies") the Optionee has had and or will continue to have access toto and knowledge of certain information that the Companies consider confidential, and has gained that the release of such information to unauthorized persons would be extremely detrimental to the Companies. As a consequence, the Optionee hereby agrees and will continue acknowledges that the Optionee owes a duty to gain knowledge with respect tothe Companies not to disclose, Confidential Information. The Employee and agrees that the Employee shall not, without the prior written consent of the Company, at any time following the Date of Grant, either during or after the period Optionee's employment with any of the Employment Term with Companies, the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable lawOptionee will not communicate, use publish or disclose, to any person anywhere or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably as hereinafter defined), except as may be necessary or appropriate to conduct the Optionee's duties to the Companies (provided the Optionee is acting in connection with good faith and in the performance by the Employee best interests of the duties of the Employee’s employment, (yCompanies) or as may be required by law or (z) as ordered by a court, provided that judicial process. The Optionee will use best efforts at all times to hold in confidence and to safeguard any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in from falling into the written opinion hands of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) any unauthorized person. The Optionee will return to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of Companies all Confidential Information in the Employee’s Optionee's possession or under the Optionee's control irrespective whenever any of the location or form of such material andCompanies shall so request, if requested by the Company, shall provide the Company with written confirmation that and in any event will promptly return all such materials have been so delivered.Confidential Information if the Optionee's relationship with the Companies is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term "

Nondisclosure of Confidential Information. (i) The Company and You acknowledge that the Employee agree that, during the course businesses of the Employment Term Company is highly competitive and that the Company’s strategies, methods, books, records, and documents, technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning former, present or prospective customers and business affiliates, all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company uses in their business to obtain a competitive advantage over competitors. You further acknowledge that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company in maintaining its competitive position. You acknowledge that by reason of your duties to and association with the Company, the Employee has you have had and will continue to have access to, to and has gained have and will continue to gain knowledge with respect to, Confidential Informationbecome informed of confidential business information which is a competitive asset of the Company. The Employee agrees You hereby agree that the Employee shall you will not, without the prior written consent at any time during or after employment, make any unauthorized disclosure of any confidential business information or trade secrets of the Company, during or make any use thereof, except in the period carrying out of services responsibilities. You shall take all necessary and appropriate steps to safeguard confidential business information and protect it against disclosure, misappropriation, misuse, loss and theft. Confidential business information shall not include information in the public domain (but only if the same becomes part of the Employment Term public domain through a means other than a disclosure prohibited hereunder). The above notwithstanding, a disclosure shall not be unauthorized if (i) it is required by law or by a court of competent jurisdiction or (ii) it is in connection with the Company any judicial, arbitration, dispute resolution or other legal proceeding in which your legal rights and thereafter for so long obligations as it remains Confidential Information to the greatest extent permitted by applicable law, use a service provider or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Informationunder this Agreement are at issue; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of the Employee’s employmentyou shall, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable lawpracticable and lawful in any such events, the Company shall be given an opportunity to review the Confidential Information give prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver notice to the Company of your intent to disclose any such confidential business information in such context so as to allow the Company an opportunity (which you will not oppose) to obtain such protective orders or similar relief with respect thereto as may be deemed appropriate. Any information not specifically related to the Company would not be considered confidential to the Company. The Company will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all copies other rights to which it may be entitled. You agree and embodimentsacknowledge that money damages may not be an adequate remedy for breach of the provisions of this Agreement and that the Company may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. By signing the cover sheet of this Agreement, in whatever form (including electronic), you agree to all of all Confidential Information the terms and conditions described above and in the Employee’s possession or control irrespective of Plan and Plan prospectus. Any inconsistency between this Agreement and the location or form of such material and, if requested Plan shall be resolved by reference to the Company, shall provide the Company with written confirmation that all such materials have been so deliveredPlan.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, acknowledges that during the course of the Employment Term Employee's employment with the Company, the Employee has had and or will continue to have access toto and knowledge of certain information that the Company considers confidential, and has gained the release of such information to unauthorized persons would be extremely detrimental to the Company. As a consequence, the Employee hereby agrees and will continue to gain knowledge with respect to, Confidential Information. The Employee agrees acknowledges that the Employee shall notowes a duty to the Company not to disclose, and agrees that without the prior written consent of the Company, at any time, either during the period of the Employment Term with the Company and thereafter for so long as it remains Confidential Information to the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of the duties of after the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term 's employment with the Company, the Employee shall promptly deliver will not communicate, publish or disclose, to any person anywhere or use, any Confidential Information (as hereinafter defined), except as may be necessary or appropriate to conduct the Employee's duties hereunder, provided the Employee is acting in good faith and in the best interest of the Company, or as may be required by law or judicial process. The Employee will at all times hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized person. The Employee will return to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s 's possession or under the Employee's control irrespective whenever the Company shall so request, and in any event will promptly return all such Confidential Information if the Employee's relationship with the Company is terminated for any or no reason and will not retain any copies thereof. For purposes hereof, the term "Confidential Information" shall mean any information used by or belonging or relating to the Company or any of its affiliates that is not known generally to the location industry in which the Company is or form of such material andmay be engaged and which the Company maintains on a confidential basis, if requested by including, without limitation, any and all trade secrets and proprietary information, information relating to the Company's business and services, shall provide employee information, customer lists and records, business processes, procedures or standards, know- how, manuals, business strategies, records, financial information, in each case whether or not reduced to writing or stored electronically, as well as any information that the Company with written confirmation that all such materials have been so deliveredadvises the Employee should be treated as confidential information. Further, Confidential Information shall not include information which is independently obtained from a third party whose disclosure violates no duty of confidentiality to the Company.

Nondisclosure of Confidential Information. (ia) The Company Employee acknowledges that in and the as a result of Employee’s employment by Company, Employee agree that, during the course will be privy to Confidential Information of a special and unique nature and value to Company. In view of the Employment Term with the Company, the Employee has had and will continue to have access toforegoing, and has gained as a material /s/ T.P.C. T.P.C. (initial) inducement to Company to enter into this Agreement and will continue to gain knowledge with respect topay to Employee compensation and other benefits stated herein, Confidential Information. The Employee covenants and agrees that the Employee shall not, directly or indirectly, at any time during the period of Employee’s employment, disclose any Confidential Information (defined below in Section 8(c)) to any person, firm, corporation, or other business entity, except as is necessary for the proper performance of Employee’s duties and responsibilities, and only as specifically authorized by Company in accordance with procedures established by Company. Following termination of Employee’s employment with Company for any reason, whether voluntary or otherwise, Employee shall not, directly or indirectly, disclose any Confidential Information of Company to any person or entity other than Company for any reason. During the period of Employee’s employment with Company or thereafter, Employee shall not, directly or indirectly, without the prior written consent of the Company, during the period make use of the Employment Term with the Company and thereafter for so long as it remains any Confidential Information to other than in the greatest extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that the Employee may disclose Confidential Information (x) to a Person to whom the disclosure is reasonably necessary or appropriate performance of his duties in connection with the performance by Business. Employee agrees to take all reasonable steps which are necessary to safeguard the Employee of the duties of the Employee’s employment, (y) as required by law or (z) as ordered by a court, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writingsecrecy and confidentiality of, and consult with and assist the Company (at the Company’s sole costproprietary rights to, Company’s Confidential Information. Employee further agrees that the obligation not to disclose Confidential Information of Company continues for as long as such information remains Confidential Information (as defined in Section 8(c) in seeking a protective order or request for another appropriate remedy, (B) in below). Notwithstanding the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of fact the Confidential Information thathas become or becomes known or generally available to the public, Employee shall not disclose Company’s relationship to or interest in any such information. Except as otherwise expressly provided herein, the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment covenants set forth in this Section 8(a) shall be accorded to such Confidential Information by the receiving Person without time or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Company, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form (including electronic), of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company with written confirmation that all such materials have been so deliveredgeographical limitation.

Nondisclosure of Confidential Information. (i) The Company and the Employee agree that, during During the course of the Employment Term Employee’s employment with the Company, the Company will provide the Employee has had and will continue with access to have access tocertain confidential information, trade secrets, and has gained other matters which are of a confidential or proprietary nature, including but not limited to the Company’s customer lists, pricing information, production and will continue to gain knowledge with respect tocost data, compensation and fee information, strategic business plans, budgets, financial statements, and other information the Company treats as confidential or proprietary (collectively the “Confidential Information”). The Company provides on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid the Employee in the performance of her duties. The Employee understands and acknowledges that such Confidential Information is confidential and proprietary, and agrees that the Employee shall not, without the prior written consent of the Company, during the period of the Employment Term with the Company and thereafter for so long as it remains not to disclose such Confidential Information to anyone outside the greatest Company except to the extent permitted by applicable law, use or disclose, or knowingly permit any unauthorized Person to use, disclose or gain access to, any Confidential Information; provided, however, that (i) the Employee may disclose Confidential Information (x) to a Person to whom the deems such disclosure is or use reasonably necessary or appropriate in connection with performing her duties on behalf of the performance by Company; (ii) the Employee of the duties of the Employee’s employment, (y) as is required by law order of a court of competent jurisdiction (by subpoena or (zsimilar process) as ordered by a courtto disclose or discuss any Confidential Information, provided that in any event described in the preceding clause (y) or (z), (A) the Employee shall promptly notify the Company in writing, and consult with and assist the Company (at the Company’s sole cost) in seeking a protective order or request for another appropriate remedy, (B) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms of the preceding clause (A), the Employee shall disclose only that portion of the Confidential Information that, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to assure that confidential treatment shall be accorded to such Confidential Information by the receiving Person or entity and (C) to the extent permitted by applicable law, the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. As requested by the Company from time to time and upon termination of the Employment Term with the Companycase, the Employee shall promptly deliver 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 industries in which the Company does business, other than as a result of any action or inaction by the Employee. The Employee further agrees that she will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as the Employee shall cease to be employed by the Company, she will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies and embodimentsof them, in whatever form (including electronic), provided to or created by her during the course of all Confidential Information in the Employee’s possession or control irrespective of the location or form of such material and, if requested by the Company, shall provide the Company her employment with written confirmation that all such materials have been so delivered.the