Common use of Confidential Information Clause in Contracts

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent, the Company and their Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are specialfuture will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to Parent’s, uniquethe Company’s or their Subsidiaries’ or affiliates’ current or potential business, and extraordinary (ii) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and thatdata obtained by him whether before or after the date of this Agreement concerning the business and affairs of Parent, by reason of such employment with the Company and their Subsidiaries and affiliates, information concerning acquisition opportunities in or reasonably related to Parent, the Company’s or their Subsidiaries’ or affiliates’ business or industry of which Executive becomes aware, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective business relations, as well as development, transition and transformation plans, methodologies and methods of the Companydoing business, the use or disclosure strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of which would cause the Company substantial loss sales agents, new and damages which could not be readily calculated existing programs and for which no remedy at law would be adequateservices, prices and terms, merchant service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act, or (yii) is required to be disclosed pursuant to any applicable law or becomes known court order. Executive agrees to deliver to Parent at the end of the Employment Period, or available at any other time the Board may request in writing, all memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Executive on a nonconfidential basis from a source business of Parent, the Company or their Subsidiaries or affiliates (other than the Companyincluding, without limitation, all Confidential Information) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary that he may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) The Executive recognizes that the services Corporation owns and has developed and compiled, and will own, develop and compile, certain proprietary techniques and confidential information as described below which have great value to be performed its business (referred to in this Agreement, collectively, as “Confidential Information”). Confidential Information includes not only information disclosed by the Corporation and/or its affiliates, subsidiaries and licensees to Executive, but also information developed or learned by Executive hereunder are specialduring the course of, uniqueor as a result of, employment hereunder, which information Executive acknowledges is and shall be the sole and exclusive property of the Corporation. Confidential Information includes all proprietary information that has or could have commercial value or other utility in the business in which the Corporation is engaged or contemplates engaging, and extraordinary and that, by reason of such employment with all proprietary information the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or unauthorized disclosure of which would cause could be detrimental to the Company substantial loss and damages which could interests of the Corporation. Whether or not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any such information is specifically labeled as Confidential Information that by the Executive may learn or has learned by reason Corporation is not determinative. By way of the Executive’s employment with the Company or (ii) disclose any such example and without limitation, Confidential Information to includes any Person except and all information developed, obtained or owned by the Corporation and/or its subsidiaries, affiliates or licensees concerning trade secrets, techniques, know-how (A) in the performance of the Executive’s obligations to the Company hereunderincluding designs, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applicationsplans, procedures, manualsprocesses and research records), confidential software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, product price listsspecifications, customer listsdata, financial informationformats, marketing data and plans, business plans, prospects or opportunities (includingstrategies, as applicableforecasts, all unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor identities, characteristics and agreements, and salary, staffing and employment information. Notwithstanding the foregoing information regarding the Company’s pastforegoing, current and prospective portfolio companies); provided, however, that such term, Confidential Information shall not in any event include any (A) Executive’s personal knowledge and know-how relating to merchandising and business techniques which Executive has developed over his career in the apparel business and of which Executive was aware prior to his employment, or (B) information that which (xi) is was generally known or generally available to the public prior to its disclosure to Executive; (ii) becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or generally available to the public subsequent to disclosure to Executive on through no wrongful act of any person or (iii) which Executive is required to disclose by applicable law or regulation (provided that Executive provides the Corporation with prior notice of the contemplated disclosure and reasonably cooperates with the Corporation at the Corporation’s expense in seeking a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary protective order or other obligation to the Companyappropriate protection of such information).

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) As used in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information with respect belonging to the operation Employer or its Affiliates which is of value to the Employer or any of its Affiliates in the course of conducting its business (whether having existed, now existing, or to be developed or created during Employee’s employment by Employer) and performance the disclosure of which could result in a competitive or other disadvantage to the CompanyEmployer or its Affiliates. Confidential Information includes, its investmentswithout limitation, portfolio companiescontract terms and rates; negotiating and contracting strategies; financial information, productsreports, servicesand forecasts; inventions, facilities, product methods, research and development, trade secrets improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, systemsprocesses or formulae; software; employee, patents customer, patient, provider and patent applicationssupplier information; information from patient medical records; financial data; insurance reimbursement methodologies, proceduresstrategies and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals, confidential reports, product price lists, customer lists, financial information, ; and business plans, prospects or and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Employer or its Affiliates, including, as applicablewithout limitation, all the management of the foregoing Employer or its Affiliates. Confidential Information includes information regarding developed by the CompanyEmployee in the course of the Employee’s pastemployment by the Employer, current and prospective portfolio companies); providedas well as other information to which the Employee may have access in connection with the Employee’s employment. Confidential Information also includes the confidential information of others with which the Employer or its Affiliates has a business relationship. Notwithstanding the foregoing, however, that such term, shall Confidential Information does not include any information that (x) is in the public domain, unless due to breach of the Employee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in this Agreement, or becomes generally known or available other than as a result unless due to violation of a disclosure by the Executive or (y) is or becomes known or available another Person’s obligations to the Executive on a nonconfidential basis from a source (other than the Company) that, Employer or its Affiliates that Employee should have taken reasonable measures to the Executive’s knowledge, is prevent but that Employee did not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytake.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, acknowledges and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the information, observations and data (including trade secrets) obtained by Executive will not (directly while employed by the Company and its Subsidiaries concerning the business or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason affairs of the Executive’s employment with Company and its Subsidiaries are the confidential information (“Confidential Information”), and the property, of the Company or (ii) disclose any such Confidential Information to any Person except (A) in and/or its Subsidiaries. Without limiting the performance of foregoing, the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, term “Confidential Information” includes information with respect shall be interpreted as broadly as possible to the operation and performance of the Companyinclude all observations, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets data and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities information of any sort that are (including, as applicable, all of the foregoing information regarding the Company’s i) related to any past, current or potential business of the Company or any of its Subsidiaries or any of their respective predecessors, and prospective portfolio companiesany other business related to any of the foregoing, and (ii) not generally known to and available for use by those within the line of business or industry of the Company or by the public (except to the extent such information has become generally known to and available for use by the public as a direct or indirect result of Executive’s acts or omissions) including all (A) Work Product (as defined below); provided(B) information concerning development, however, that such term, shall not include acquisition or investment opportunities in or reasonably related to the business or industry of the Company or any information that (x) of its Subsidiaries of which Executive is aware or becomes generally known aware during the term of his employment; (C) information identifying or available other than otherwise concerning any current, former or prospective suppliers, distributors, contractors, agents or customers of the Company or any of its Subsidiaries; (D) development, transition, integration and transformation plans, methodologies, processes and methods of doing business; (E) strategic, marketing, promotional and financial information (including all financial statements), business and expansion plans, including plans and information regarding planned, projected and/or potential sales, pricing, discount and cost information; (F) information identifying or otherwise concerning employees, independent contractors and consultants; (G) information on new and existing programs and services, prices, terms, and related information; (H) the terms of this Agreement; (I) all information marked, or otherwise designated, as a result of a disclosure confidential by the Company or any of its Subsidiaries or which Executive should reasonably know is confidential or proprietary information of the Company or any of its Subsidiaries; (J) all information or materials similar or related to any of the foregoing, in whatever form or medium, whether now existing or arising hereafter (and regardless of whether merely stored in the mind of Executive or employees or consultants of the Company or any of its Subsidiaries, or embodied in a tangible form or medium); and (yK) is or becomes known or available to all tangible embodiments of any of the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyforegoing.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information.” Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that related to the Executive may learn Company’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information to any Person except (A) in includes, without specific limitation, the information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities (includingemployee lists and telephone numbers, as applicablelocations of sales representatives, all new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of the foregoing information regarding the Company’s pastproviding service, current support and prospective portfolio companies); providedequipment. Therefore, however, Executive agrees that such term, he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of the Company or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that he may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason future will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of such employment with any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Subsidiaries’ or affiliates’ current or potential business or is disclosed to the Company or its Subsidiaries by any third party pursuant to a confidentiality agreement and (ii) is not generally or publicly known. Confidential Information includes, without specific limitation, information, observations and data obtained by Executive during the course of Executive’s performance of the services under this Agreement, information concerning acquisition opportunities in or reasonably related to the Company’s or its Subsidiaries’ or affiliates’ business or industry of which Executive becomes aware during the Employment Period, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance of services under this Agreement, the use as well as development, transition and transformation plans, methodologies and methods of doing business, strategic marketing, product development and business expansion plans, including plans regarding planned and potential sales and financial projections, employee lists and telephone numbers, locations of sales representatives, product designs and specifications, including any future or disclosure of which would cause the Company substantial loss proposed products, manufacturing techniques and damages which could not be readily calculated information, integration processes and for which no remedy at law would be adequatefinancial information and forecasts. AccordinglyTherefore, the Executive agrees that the Executive will shall not (directly or indirectly) at any time, whether during directly or after the Executive’s employment hereunderindirectly, (i) knowingly use for an improper personal benefit disclose or permit the disclosure of any Confidential Information that the Executive may learn to any person or has learned firm other than Company (or its Subsidiaries) or any person or firm to which such disclosure would be protected by reason of the Executive’s employment a confidentiality agreement with the Company (or its Subsidiaries), or (ii) disclose use or permit the use of any such Confidential Information to any Person except (A) in the ordinary course of performance of the Executive’s obligations duties. Executive agrees to deliver to the Company hereunder, (B) as required by applicable law, (C) in connection with at the enforcement end of the Executive’s rights under this AgreementEmployment Period, (D) or at any other time the Company may request in connection with any disagreementwriting, dispute or litigation (pending or threatened) between all memoranda, notes, plans, records, reports and other documents relating to the Executive and business of the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects Subsidiaries or opportunities affiliates (including, as applicablewithout limitation, all of the foregoing information regarding the Company’s pastConfidential Information), current whether on paper or in any other form or medium, and prospective portfolio companies); provided, however, all copies thereof that such term, shall not include any information that (x) is Executive may then possess or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the have under Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companycontrol.

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Employee. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Employee's employment with the Company, the Executive may acquire Employee will have access to, and be entrusted with, Confidential Information concerning and that the operation Company would suffer great loss and injury if the Employee would disclose this information or use it to compete with the Company. Therefore, the Employee agrees that during the term of Employee's employment, and until the first to occur of (i) such time as the Confidential Information becomes generally available to the public through no fault of Employee, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Employee's employment with the Company, Employee will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Employee's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees fact that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive Employee may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Employee also agrees and acknowledges that Employee will comply with all applicable laws regarding xxxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of the Executive’s rights under securities. For purposes of this Agreementsection 8, (D) in connection with Company shall include any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance subsidiaries of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information”. Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn related to Parent’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any Person except (A) in the performance one or more of the them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and for a period of three (including3) years after termination of his employment for any reason (and as to information that constitutes a trade secret under applicable law, for such longer period as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, same shall remain a trade secret) he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without both Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that he may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Executive's employment with the Company, Executive will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and injury if the Executive may acquire would disclose this information or use it to compete with the Company. Therefore, the Executive agrees that during the term of Executive's employment, and until the first to occur of (i) such time as the Confidential Information concerning becomes generally available to the operation public through no fault of Executive, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Executive's employment with the Company, Executive will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Executive's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Executive also agrees and acknowledges that Executive will comply with all applicable laws regarding xxxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of securities. For purposes of this Section 10, Company shall include any subsidiaries of the Executive’s rights Company. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to confidential and proprietary information of the Company which constitute valuable, special, and unique assets of the Company. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, other employees of the Company, or others in a confidential relationship with the Company, and relating to the Company’s business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing the information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, would cause extensive and immeasurable harm to the Company and to the Company’s competitive position. The Executive shall not, during the Term or at any time thereafter, use for personal gain or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be performed required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive hereunder are specialof his confidentiality obligations hereunder. Notwithstanding the foregoing, uniqueExecutive shall not be restricted from disclosing or using Confidential Information that: (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Executive or his agent; (ii) becomes available to Executive in a manner that is not in contravention of applicable law from a source (other than the Company or its affiliated entities or one of its or their officers, employees, agents or representatives) that is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company or its affiliated entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process: provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and extraordinary no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and thatwhether by the Company or the Executive, by reason or within seven (7) business days of such the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive may acquire Confidential Information concerning the operation has lawfully acquired extensive knowledge of the Company, the use or disclosure of industries in which would cause the Company substantial loss engages in business including, without limitation, markets, valuation methods and damages which could techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not be readily calculated and intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for which no remedy at law would be adequate. Accordinglydocuments, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees that agrees, if legally permissible, to (a) promptly notify the Executive will not (directly Company of the existence, terms and circumstances surrounding such request or indirectly) at any time, whether during or after the Executive’s employment hereunderrequirement, (ib) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (iic) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to assist the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute seeking a protective order or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)appropriate remedy; provided, however, that such term, the Executive shall not include be required to take any information action in violation of applicable laws. In the event that (x) such protective order or other remedy is not obtained or becomes generally known that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or available other than as resulted from a result of a previous disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive permitted by a legal, contractual, fiduciary or other obligation to the Companythis Agreement.

Confidential Information. (a) The During the Employment Period and thereafter, the Executive recognizes shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that the services to be performed shall have been obtained by the Executive hereunder are special, unique, during the Executive’s employment by the Company or any of its affiliated companies and extraordinary and that, that shall not be or become public knowledge (other than by reason acts by the Executive or representatives of such the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Companyshall not, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect Company or as may otherwise be required by law or legal process after reasonable advance written notice to the operation and performance of the Company, its investmentsuse, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial communicate or divulge any such information, business plansknowledge or data, prospects directly or opportunities indirectly, to anyone other than the Company and those designated by it. Nothing contained in this Agreement shall prohibit the Executive from disclosing or using information (including, as applicable, all i) which is now known by or hereafter becomes available to the general public (other than by acts by the Executive or representatives of the foregoing information regarding the Company’s past, current and prospective portfolio companiesExecutive in violation of this Agreement); provided(ii) which became known to the Executive from a source other than Company, howeveror any of its subsidiaries or affiliates, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure breach (known or which should have been known to the Executive) by such source of an obligation of confidentiality owed by it to Company, or any of its subsidiaries or affiliates (but not if such information was known by the Executive at such time of disclosure or use to be confidential); (yiii) in connection with the proper performance of his duties hereunder, (iv) which is or becomes known or available otherwise legally required (but only if the Executive gives reasonable advance notice to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing Company of such information to the Executive by a legal, contractual, fiduciary or other disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or (v) which is reasonably appropriate in connection with a litigation or arbitration related to this Agreement or any award agreement contemplated hereby.

Confidential Information. At all times during the term of this Agreement, Employer shall provide Employee with access to “Confidential Information.” As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between the Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The Executive recognizes parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation specifically enumerated above is special and unique information and is not information that would be considered a part of the Companygeneral knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the use industry other than as a result of its disclosure by Employee, or disclosure (iv) has been independently developed by Employee and may be disclosed by Employee without breach of which would cause this Agreement, provided, in each case, that the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateEmployee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Accordingly, the Executive Employee agrees that the Executive terms of this Agreement shall be deemed Confidential Information for purposes of this Section. Employee shall keep the terms of this Agreement strictly confidential and will not, without the prior written consent of Employer, disclose the details of this Agreement to any third party in any manner whatsoever in whole or in part, with the exception of Employee’s representatives (such as tax advisors and attorneys) who need to know such information. Employee agrees that Employee will not (directly or indirectly) at any time, whether during or after subsequent to the Executiveterm of Employee’s employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section is a material breach of this Agreement and shall constitute “cause” for the termination of Employee’s employment hereunder. In the event that Employee is ordered to disclose any Confidential Information, (i) knowingly use for an improper personal benefit whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by law, Employee shall disclose only that portion of the Confidential Information that the Executive may learn Employee is ordered to disclose in a legally binding subpoena, demand or has learned by reason of the Executive’s employment with the Company similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in any media (iiincluding electronic or video) disclose any such containing Confidential Information to any Person except (A) in the performance of the Executive’s obligations or relating to the Company hereunderbusiness of Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain Employer’s sole property (B) as required by applicable law, (C) in connection with the enforcement collectively “Employer Property”). Upon termination or expiration of the Executive’s rights under this Agreement, (D) in connection with any disagreementor earlier upon Employer’s request, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereinEmployee shall promptly deliver to Employer all Employer Property, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyretaining none.

Confidential Information. A. Executive acknowledges that it is the policy of the Company (afor purposes of this Section 4, the term “the Company” shall also refer to any subsidiary, parent or other affiliate of the Company, subsidiaries of the parent company, any holding company related to the Company or its parent and any subsidiaries thereto) The to maintain as secret and confidential all valuable and unique information heretofore or hereafter acquired, developed or used by the Company relating to the business, operations, employees, and/or clients of the Company which gives the Company a competitive advantage in its industry, including, without limitation, information about net costs, profits, markets, suppliers, sales products, key personnel, pricing policies, operational methods, technical processes, computer software, computer programs, blue-prints, algorithms, research and development materials and other business affairs and methods and other information not readily available to the public, operating manuals, computer software for the Company’s market tracking system, financial statements, forecasts and operating data and business plans (all such information is hereinafter referred to as “Confidential Information”). Executive recognizes that the services to be performed by the Executive hereunder him are special, special and unique, and extraordinary and that, that by reason of Executive’s duties, he will acquire and have access to Confidential Information. Executive recognizes that all such employment with the Company, the Executive may acquire Confidential Information concerning is the operation property of the Company. In consideration of the Company’s entering into this Agreement, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that during the term of this Agreement and at all times thereafter: (i) except in connection with the performance of his duties, Executive will not (shall never, directly or indirectly) at , use, publish, disseminate or otherwise disclose any timeConfidential Information obtained before or during Executive’s employment by the Company (whether obtained prior to, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason term of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company’s Board of Directors. As used herein; and (ii) during the term of this Agreement, “Confidential Information” includes information with respect he shall exercise all due and diligent precautions to protect the operation and performance integrity of the Company’s mailing lists and sources thereof, its investmentsstatistical data and compilations, portfolio companiesagreements, productscontracts, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary manuals or other obligation to the Companydocuments embodying any Confidential Information.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by Ashford Inc., and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not prohibited from disclosing such information to obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a legalprevious disclosure by the Executive not permitted by this Agreement. By this Agreement, contractualthe company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, fiduciary the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or other obligation to entity, client and customer goodwill or Confidential Information that was previously received or developed by the Executive while working for the Company, Ashford Inc. or any entity advised by the Company.

Confidential Information. (ai) The Executive recognizes acknowledges that the services continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information belonging to one or more members of the Company Group. All such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, uniquefuture will be referred to in this Agreement as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form, and extraordinary and thatwhether or not specifically labeled or identified as “confidential”) that is (x) not publicly or generally known (but for purposes of clarity, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning will never exclude any such information that becomes known to the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason public because of the Executive’s employment with unauthorized disclosure) and (y) related to the Company Group’s (including any of their predecessors’ prior to being acquired by the Company) current or (ii) disclose any such Confidential Information to any Person except (A) in potential business, including, but not limited to, the performance information, observations, and data obtained by the Executive during the course of the Executive’s obligations service to the Company hereunderGroup and its predecessors concerning the business and affairs of the Company Group and its predecessors concerning (A) acquisition opportunities in or reasonably related to the Company Group’s business or industry of which the Executive becomes aware prior to or during the Term, (B) as required by applicable lawidentities and requirements of, contractual arrangements with, and other information regarding the Company Group’s employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payors, providers, or other business relations and their confidential information, (C) in connection with the enforcement internal business information, including development, transition, and transformation plans, methodologies and methods of the Executive’s rights under this Agreementdoing business, strategic, staffing, training, marketing, promotional, sales, and expansion plans and practices, including plans regarding planned and potential sales, historical and projected financial information, budgets and business plans, risk management practices, negotiation strategies and practices, opinion leader lists and databases, customer service approaches, integration processes, new and existing programs and services, cost, rate, and pricing structures and terms, and requirements and costs of providing service, support, and equipment, (D) in connection with any disagreementtrade secrets, dispute or litigation (pending or threatened) between the Executive technology, know-how, compilations of data and the Company or analyses, operational processes, compliance requirements and programs, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data, and data bases, (E) with the prior written consent of the Board of Directors. As used hereincomputer software, “Confidential Information” includes information with respect to the operation including operating systems, applications, and performance of the Companyprogram listings, its investments(F) devices, portfolio companiesdiscoveries, productsconcepts, servicesideas, facilitiesinventions, product innovations, improvements, developments, methods, research and developmentdesigns, trade secrets and other intellectual propertyanalyses, systemsdrawings, patents and patent applicationsphotographs, procedures, manuals, confidential reports, product price listsand all similar or related information (whether or not patentable and whether or not reduced to practice), customer lists(G) copyrightable works, financial information, business plans, prospects or opportunities (including, as applicable, H) intellectual property of every kind and description and (I) all of the foregoing similar and related information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyin whatever form.

Confidential Information. (a) The Executive recognizes agrees that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire all Confidential Information concerning shall be the operation sole property of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that he shall not during the Executive will not (directly Term nor thereafter, use for his benefit or indirectly) the benefit of others or disclose at any timetime Confidential Information or take with him upon termination of this Agreement any records, whether during papers, reports, lists, computer tapes or after disks or any other materials of any nature that contain any Confidential Information. "Confidential Information" shall mean all information other than General Knowledge (defined below) relating to the Executive’s employment hereunder, Company's: (i) knowingly use business or existing projects including all those in various stages of research and development including all unpublished plans for an improper personal benefit any Confidential Information that the Executive may learn new products or has learned by reason of the Executive’s employment with the Company or services; (ii) disclose any such Confidential Information financial information, internal business procedures and other information which relate to any Person except the way the Company conducts its business and which are not publicly available; (Aiii) in data written by the performance Company's employees or others, including source codes, object codes, marketing and development plans, budgets, forecasts, forecast assumptions and future plans and potential strategies of the Executive’s obligations to the Company hereunderwhich have been or are being discussed; (iv) unpublished pricing data; (v) identity, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive buying habits and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance practices of the Company, its investments, portfolio companiessuppliers and customers to the extent not publicly available; (vi) information regarding the skills or compensation of employees of the Company; (vii) the Intellectual Property of the Company and any information pertaining thereto; (viii) materials and information supplied by customers or clients to the Company that contain data regarding any research, products, services, facilities, product methods, research procedures or the like; and development, trade secrets and (ix) any other intellectual property, systems, patents and patent applications, procedures, manuals, information deemed confidential reports, product price lists, customer lists, financial information, business plans, prospects by the Company by marking such information with the word "Confidential" or opportunities (including, as applicable, all of similar word; by orally advising the foregoing Executive that the information regarding is confidential or by treating the information in such a manner that the Executive should reasonably believe it to be deemed confidential by the Company’s past. "General Knowledge" shall mean (i) general skills or experience gained during Executive's employment with, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is consultation for or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than work for the Company; and (ii) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyand data publicly available.

Confidential Information. As used in this Agreement, “Confidential Information” means information belonging to the Company or its Affiliates which is of value to the Company or any of its Affiliates in the course of conducting its business (a) The Executive recognizes that the services whether having existed, now existing, or to be performed developed or created during Employee’s employment by Company) and the disclosure of which could result in a competitive or other disadvantage to the Company or its Affiliates. Confidential Information includes, without limitation, contract terms and rates; negotiating and contracting strategies; financial information, reports, and forecasts; inventions, improvements and other intellectual property; product plans or proposed product plans; trade secrets; designs, processes or formulae; software; market or sales information, plans or strategies; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance reimbursement methodologies, strategies and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals; and business plans, prospects and opportunities (such as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Executive hereunder are specialCompany or its Affiliates, uniqueincluding, and extraordinary and thatwithout limitation, the management of the Company or its Affiliates. Confidential Information includes information developed by reason the Employee in the course of such the Employee’s employment with by the Company, as well as other information to which the Executive Employee may acquire have access in connection with the Employee’s employment. Confidential Information concerning also includes the operation confidential information of the Company, the use or disclosure of others with which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such its Affiliates has a business relationship. Notwithstanding the foregoing, Confidential Information to any Person except (A) does not include information in the performance public domain, unless due to breach of the ExecutiveEmployee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the obligations in this Agreement, or unless due to violation of another Person’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect its Affiliates that Employee should have taken reasonable measures to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, prevent but that such term, shall Employee did not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytake.

Confidential Information. (a) The Executive recognizes that the services shall not, except as may be required to be performed by the Executive perform his duties hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, during the Employment Period and after employment ends (C) in connection with the enforcement regardless of the reason), without limitation in time or until such information shall have become public other than by Executive’s rights under this Agreementunauthorized disclosure, (D) in connection with disclose to others or use, whether directly or indirectly, any disagreement, dispute non-public confidential or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes proprietary information with respect to the operation Employers, including, without limitation, their business relationships, negotiations and performance past, present and prospective activities, methods of the Companydoing business, its investmentsknow-how, portfolio companiestrade secrets, productsdata, services, facilitiesformulae, product methods, research designs and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reportsstyles, product price listsdevelopment plans, customer lists, financial investors, and all papers, resumes and records (including computer records) of the documents containing such information (“Confidential Information”). Executive stipulates and agrees that as between Executive and the Employers the foregoing matters are important and that material and confidential proprietary information and trade secrets affect the successful conduct of the businesses of the Employers (and any successors or assignees of the Employers). Nothing about the foregoing shall preclude Executive from testifying truthfully in any forum or from providing truthful information, business plans, prospects or opportunities (including, as applicablebut not limited to, all Confidential Information, to any government agency or commission. The term “Confidential Information” does not include information which (i) was already in Executive’s possession prior to the time of disclosure by or on behalf of the foregoing information regarding the Company’s pastEmployers, current and prospective portfolio companies); provided, however, provided that such terminformation was not furnished to Executive by a source known by Executive to be bound by a confidentiality agreement with, shall not include any information that or other obligations of confidentiality in favor of, the Employers, (xii) is was or becomes generally known or available to the public other than as a result of a disclosure by the Executive or in violation of this Agreement, (yiii) is or becomes known or available to the Executive on a nonconfidential non-confidential basis from a source (other than the Company) thatEmployers, to the Executive’s knowledge, provided that such source is not prohibited from disclosing such information known by Executive to the Executive be bound by a legalconfidentiality agreement with, contractual, fiduciary or other obligation obligations of confidentiality in favor of, the Employers, or (iv) was or is independently developed by Executive without use of or reference to the Companyany Confidential Information.

Confidential Information. (a) The During the Term and continuing thereafter indefinitely, Executive recognizes that shall hold in a fiduciary capacity for the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation benefit of the Company, the and shall not directly or indirectly use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglydisclose, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn have acquired (whether or has learned not developed or compiled by reason Executive and whether or not Executive is authorized to have access to such information) during the term of, and in the course of, or as a result of the Executive’s employment with by the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with its Affiliates without the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect Managers unless and except to the operation and extent that such disclosure is (i) made in the ordinary course of Executive’s performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and Company prompt notice of such subpoena or other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of legal process in order to permit the foregoing information regarding the Company’s past, current and prospective portfolio companiesCompany to seek appropriate protective orders); provided, however, that nothing contained in this Agreement shall limit Executive’s ability to communicate with any federal or state government agency or otherwise participate in any investigation or proceeding that may be conducted by any such termfederal or state government agency, shall including by providing documents or other Confidential Information, without notice to the Company or the Board of Managers. This Agreement does not include limit Executive’s right to receive an award for any information provided to any federal or state government agency. “Confidential Information” means any secret, confidential or proprietary information possessed by the Company or any of its subsidiaries or affiliates, including, without limitation, trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, advertising campaigns, information regarding customers or suppliers, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans and the terms and conditions of this Agreement that has not become generally available to the public. Notwithstanding anything to the contrary contained herein, the term “Confidential Information” shall in no event apply to any information which (x) is was generally available to or becomes known by the public prior to the Commencement Date; (y) has become generally available to or known or available by the public after the Commencement Date other than as a the result of a direct or indirect disclosure by Executive; and (z) was known and used by Executive prior to his Employment by the Executive or (y) is or becomes known or available Company. Subject to the Executive on a nonconfidential basis from a source (exceptions in this paragraph, the existence and terms of this Agreement are confidential and are not to be disclosed to or discussed with any other than the Company) that, to the person except Executive’s knowledgeattorneys, is not prohibited from disclosing such information to the Executive by a legalaccountants, contractual, fiduciary or other obligation to the Companybankers and financial advisors.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and hereby acknowledges that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation as an employee of the Company, the Company will be providing Executive with and access to its Confidential Information, and that Executive will be making use or disclosure of, acquiring and adding to this Confidential Information. For the purposes of which would cause this Agreement “Confidential Information” means and includes, by way of illustration only, and not limitation, information regarding: (i) marketing, advertising, public relations and/or promotional strategies, programs, plans and methods; (ii) pricing policies, methods and concepts, product and services strategies, training programs, and methods of operation and other business methods; (iii) mailing lists and lists of and information relating to current and prospective clients and accounts of the Company; (iv) the specific needs and preferences of current, former and/or prospective clients and accounts of the Company; (v) terms of contracts between the Company substantial loss and damages its clients, accounts, vendors and/or suppliers; (vi) business plans, expansion plans, management policies and other business policies and strategies; (vii) business and sales forecasts, market analyses, costs, sales and revenue reports, budgets, other financial data which could relates to the management and operation of the Company and its products and services, and other analyses not be readily calculated publicly disclosed; (viii) the Company’s competitors; (ix) employment lists, and for which no remedy at law would be adequatesalary, compensation and other information regarding employees, agents, independent contractors, consultants and representatives of the Company; (x) internally developed computer programs and software and specialized computer programs and source code; (xi) internal procedures, programs, reports and forms of the Company; (xii) the Company’s and its employees’ business relationships with current and prospective clients; and (xiii) other confidential, trade secret and/or proprietary information that allows the Company to compete successfully. The Executive further recognizes and acknowledges that all Confidential Information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Executive hereby covenants and agrees that he will use the Executive will Confidential Information for the benefit of the Company only and shall not (directly or indirectly) at any time, whether directly or indirectly, during the term of this Agreement and thereafter divulge, reveal or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit communicate any Confidential Information to any person, firm, corporation or entity whatsoever, or use any Confidential Information for his own benefit or for the benefit of others. Further, Executive agrees that the Executive may learn or has learned by reason he will return all of the Company’s property, documents and information including, but without limitation, the Confidential Information to the Company upon the earlier of (1) a request by the Company or (2) at the time Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance terminates regardless of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that reason for such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companytermination.

Confidential Information. (a) The Executive recognizes Employee acknowledges and agrees that the services to be performed by the Executive hereunder are specialcustomers, uniquebusiness connections, customer lists, procedures, operations, techniques, and extraordinary other aspects of and that, information about the business of the Company and its Subsidiaries (the "Confidential Information") are established at great expense and protected as confidential information and provide the Company and its Subsidiaries with a substantial competitive advantage in conducting their business. The Employee further acknowledges and agrees that by reason virtue of such his past employment with the Company, the Executive may acquire Confidential Information concerning the operation and by virtue of his employment with the Company, the use or disclosure of which would cause he has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company substantial would suffer great loss and damages which could injury if the Employee would disclose this information or use in a manner not be readily calculated specifically authorized by the Company. Therefore, the Employee agrees that during the Employment Period and for which no remedy at law would be adequate. Accordinglyfive (5) years thereafter, the Executive agrees that the Executive he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner, trustee, beneficiary, co-venturer, distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunderdisclose, (i) knowingly use for an improper personal benefit or cause to be used or disclosed, any Confidential Information Information, unless and to the extent that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes become generally known or to and available for use by the public other than as a result of a disclosure by the Executive Employee's acts or (y) is or becomes known or available omissions. The Employee shall deliver to the Executive on a nonconfidential basis from a source Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (other than the Companyand copies thereof) that, relating to the Executive’s knowledgeConfidential Information, is Work Product (as defined below) or the business of the Company or any Subsidiary which he may then possess or have under his control. The Employee acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation patentable) which relate to the Company's or any of its Subsidiaries' actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by the Employee while employed by the Company and its Subsidiaries ("Work Product") belong to the Company or such Subsidiary, as the case may be.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, acknowledges and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the information, observations and data (including trade secrets) obtained by Executive will not (directly while employed by the Company and its Subsidiaries concerning the business or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason affairs of the Executive’s employment with Company and its Subsidiaries and the nature and structure of the Merger are the confidential information (“Confidential Information”), and the property, of the Company or (ii) disclose any such Confidential Information to any Person except (A) in and/or its Subsidiaries. Without limiting the performance of foregoing, the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, term “Confidential Information” includes information with respect shall be interpreted as broadly as possible to the operation and performance of the Companyinclude all observations, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets data and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities information of any sort that are (including, as applicable, all of the foregoing information regarding the Company’s i) related to any past, current or potential business of the Company or any of its Subsidiaries or any of their respective predecessors, and prospective portfolio companiesany other business related to any of the foregoing, and (ii) not generally known to and available for use by those within the line of business or industry of the Company or by the public (except to the extent such information has become generally known to and available for use by the public as a direct or indirect result of Executive’s acts or omissions) including all (A) Work Product (as defined below); provided(B) information concerning development, however, that such term, shall not include acquisition or investment opportunities in or reasonably related to the business or industry of the Company or any information that (x) of its Subsidiaries of which Executive is aware or becomes generally known aware during the term of his employment; (C) information identifying or available other than otherwise concerning any current, former or prospective suppliers, distributors, contractors, agents or customers of the Company or any of its Subsidiaries; (D) development, transition, integration and transformation plans, methodologies, processes and methods of doing business; (E) strategic, marketing, promotional and financial information (including all financial statements), business and expansion plans, including plans and information regarding planned, projected and/or potential sales, pricing, discount and cost information; (F) information identifying or otherwise concerning employees, independent contractors and consultants; (G) information on new and existing programs and services, prices, terms, and related information; (H) the terms of this Agreement; (I) all information marked, or otherwise designated, as a result of a disclosure confidential by the Company or any of its Subsidiaries or which Executive should reasonably know is confidential or proprietary information of the Company or any of its Subsidiaries; (J) all information or materials similar or related to any of the foregoing, in whatever form or medium, whether now existing or arising hereafter (and regardless of whether merely stored in the mind of Executive or employees or consultants of the Company or any of its Subsidiaries, or embodied in a tangible form or medium); and (yL) is or becomes known or available to all tangible embodiments of any of the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyforegoing.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) As used in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information with respect belonging to the operation Employer or its Affiliates which is of value to the Employer or any of its Affiliates in the course of conducting its business (whether having existed, now existing, or to be developed or created during Employee’s employment by Employer) and performance the disclosure of which could result in a competitive or other disadvantage to the CompanyEmployer or its Affiliates. Confidential Information includes, its investmentswithout limitation, portfolio companiescontract terms and rates; negotiating and contracting strategies; facility participation status; financial information, productsreports, servicesand forecasts; inventions, facilities, product methods, research and development, trade secrets improvements and other intellectual property; product plans or proposed product plans; trade secrets; know how; designs, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial processes or formulae; software; market or sales information, plans or strategies; employee, customer, patient, provider and supplier information; information from patient medical records; financial data; insurance reimbursement methodologies, strategies, and practices; product and service pricing methodologies, strategies and practices; contracts with physicians, providers, provider networks, payors, physician databases and contracts with hospitals; regulatory and clinical manuals; and business plans, prospects or and opportunities (includingsuch as possible acquisitions or dispositions of businesses or facilities) that have been discussed or considered by the Employer or its Affiliates, including without limitation the management of the Employer or its Affiliates. Confidential Information includes information developed by the Employee in the course of the Employee’s employment by the Employer, as applicablewell as other information to which the Employee may have access in connection with the Employee’s employment. Confidential Information also includes the confidential information of others with which the Employer or its Affiliates has a business relationship. Notwithstanding the foregoing, all Confidential Information does not include information in the public domain, unless due to breach of the foregoing information regarding Employee’s duties under Section 6(b), unless otherwise due to Employee’s breach of the Companyobligations in this Agreement, or unless due to violation of another person’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available obligations to the Executive on a nonconfidential basis from a source (other than the Company) that, Employer or its Affiliates that Employee should have taken reasonable measures to the Executive’s knowledge, is prevent but that Employee did not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.take..

Confidential Information. (a) The Executive recognizes Grantee understands and acknowledges that during the services to be performed course of the Grantee’s employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Grantee will have access to and learn about Confidential Information concerning belonging to the operation Company. For purposes of the CompanyCovenants, "Confidential Information" is all information not generally known to the use public and developed or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned maintained by reason of the Executive’s employment with the Company or (ii) disclose its agents in spoken, printed, electronic or any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations other form or medium, relating directly or indirectly to the Company hereunderCompany’s: business processes, (B) as required by applicable lawpractices, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and developmentpolicies, plans, operations, strategies, agreements, contracts, transactions, potential transactions, know-how, trade secrets and other secrets, intellectual property, works-in-process, databases, systems, patents vendor and patent applications, procedures, manuals, confidential reports, product price lists, customer listssupplier information, financial information, business plansaccounting information, prospects or opportunities (includingaccounting records, as applicablelegal information, all marketing information, advertising information, pricing information, credit information, design information, personnel information, market studies, sales information, revenue, costs, customer information, manufacturing information, transportation and logistics information, and factory lists of the foregoing Company or of any other person or entity that has entrusted information regarding to the Company’s pastCompany in confidence. The Grantee understands that the above list is not exhaustive, current and prospective portfolio companies); provided, however, that such term, shall not include any Confidential Information also includes other information that (x) is marked or becomes generally otherwise identified or treated as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or available other than used. The Grantee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating and developing its vendor base, increasing its customer base, expanding the number of geographic markets in which it operates, training its executives, developing best operational practices, and negotiating highly competitive prices in the discount retail sector so as to provide the best value possible to its customers. the Grantee understands and acknowledges that as a result of these ongoing efforts, the Company has created, and continues to use and create, Confidential Information. This Confidential Information provides the Company with a disclosure by competitive advantage over others in the Executive or (y) marketplace, and it is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation essential to the Company’s success moving forward. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Grantee, provided that such disclosure is through no direct or indirect fault of the Grantee or anyone acting on the Grantee’s behalf.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” means any and all confidential knowledge or data of Company, and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company has agreed to treat as confidential and to use for only certain limited purposes. By way of illustration but not limitation, Confidential Information includes (a) trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) in all of the foregoing (collectively, “Inventions”), including all Company Inventions (defined in Section 2.1); (b) information regarding research, development, new products, business and operational plans, budgets, unpublished financial statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, capital-raising plans, internal services, suppliers and supplier information; (c) information about customers and potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the operation types of products or services offered by Company, and performance other non-public information; (d) information about Company’s business partners and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information that a competitor of Company could use to Company’s competitive disadvantage. However, Company agrees that I am free to use information that I knew prior to my employment with Company or that is, at the time of use, generally known in the trade or industry through no breach of this Agreement by me. Company further agrees that this Agreement does not limit my right to discuss my employment or unlawful acts in Company’s workplace, including but not limited to sexual harassment, or report possible violations of law or regulation with any federal, state or local government agency, or to discuss the terms and conditions of my employment with others to the extent expressly permitted by Section 7 of the CompanyNational Labor Relations Act, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of to the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, extent that such termdisclosure is protected under the applicable provisions of law or regulation, shall including but not include any information limited to “whistleblower” statutes or other similar provisions that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) thatprotect such disclosure, to the Executive’s knowledge, is extent any such rights are not prohibited from disclosing such information permitted by applicable law to be the Executive by a legal, contractual, fiduciary or other obligation to the Companysubject of nondisclosure obligations.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and acknowledges that, by reason during the course of such his employment with the Company, the Executive may acquire receive special training and/or may be given access to or may become acquainted with Confidential Information concerning (as hereinafter defined) of the operation Company. As used in this Section 6.2, “Confidential Information” of the Company means all trade practices, business plans, price lists, supplier lists, customer lists, marketing plans, financial information, software and all other compilations of information which relate to the business of the Company, the use or disclosure to any of its subsidiaries, and which would cause have not been disclosed by the Company substantial loss to the public, or which are not otherwise generally available to the public. The Executive acknowledges that the Confidential Information of the Company, as such may exist from time to time, are valuable, confidential, special and damages which could not be readily calculated unique assets of the Company and its subsidiaries, expensive to produce and maintain and essential for which no remedy at law would be adequatethe profitable operation of their respective businesses. Accordingly, the The Executive agrees that that, during the Executive will not (course of his employment with the Company, or at any time thereafter, he shall not, directly or indirectly) at , communicate, disclose or divulge to any timePerson (as such term is hereinafter defined), or use for his benefit or the benefit of any Person, in any manner, any Confidential Information of the Company or its subsidiaries acquired during his employment with the Company or any other confidential information concerning the conduct and details of the businesses of the Company and its subsidiaries, except as required in the course of his employment with the Company or as otherwise may be required by law. For purposes if this Agreement, “Person” shall mean any individual, partnership, corporation, trust, unincorporated association, joint venture, limited liability company or other entity or any government, governmental agency or political subdivision. All documents relating to the businesses of the Company and its affiliates including, without limitation, Confidential Information of the Company, whether during prepared by the Executive or after otherwise coming into the Executive’s employment hereunderpossession, (i) knowingly use for an improper personal benefit any Confidential Information that are the Executive may learn or has learned by reason exclusive property of the Company and such respective subsidiaries, and must not be removed from the premises of the Company, except as required in the course of the Executive’s employment with the Company or Company. The Executive shall return all such documents (iiincluding any copies thereof) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between when the Executive and ceases to be employed by the Company or (E) with upon the prior written consent earlier request of the Board of Directors. As used herein, “Confidential Information” includes information with respect to Company or the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyBoard.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s 's employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s 's employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s 's obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s 's rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “"Confidential Information” " includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s 's past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s 's knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The Executive recognizes parties agree that the services to be performed Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive hereunder are special, unique, and extraordinary and that, by reason of such Executive's employment with the Company, Executive will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and injury if the Executive may acquire would disclose this information or use it to compete with the Company. Therefore, the Executive agrees that during the term of Executive's employment, and until the first to occur of (i) such time as the Confidential Information concerning becomes generally available to the operation public through no fault of Executive, (ii) such time as the Confidential Information no longer provides a benefit to the Company or (iii) the second anniversary of the termination of Executive's employment with the Company, Executive will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Executive's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) have participated in the performance discovery and the development of that information. Executive also agrees and acknowledges that Executive will comply with all applicable laws regarding ixxxxxx xxxxxxx or the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) use of material nonpublic information in connection with the enforcement trading of securities. For purposes of this Section 10, Company shall include any subsidiaries of the Executive’s rights Company. In no event shall an asserted violation of the provisions of this Section 10 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. Executive acknowledges that Executive’s employment by the Company or another member of the Company Group will, during Executive’s employment, bring Executive into close contact with confidential affairs of the Company Group, including information about costs, profits, markets, sales, products, key personnel, organizational plans, pricing policies, operational methods, technical processes, trade secrets, plans for future development, strategic plans of the most valuable nature and other business affairs and methods and other information not readily available to the public. All such information and all other information regarding the Company or its affiliates (aregardless of whether obtained by, or made available to, Executive prior to the date of this Agreement or hereafter) The is referred to herein as “Confidential Information.” Executive recognizes further acknowledges that the services to be performed by the Executive hereunder under this Agreement are of a special, unique, and unusual, extraordinary and thatintellectual character. During the Employment Period and thereafter, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation agrees to keep secret all confidential matters of the Company, the use or disclosure of which would cause Company Group (including all Confidential Information) and shall not disclose such matters to anyone outside the Company substantial loss Group, or to anyone inside the Company Group who does not have a need to know or use such information, and damages which could shall not be readily calculated and use such information for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that or the Executive may learn or has learned by reason benefit of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person a third party except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (xi) is Executive shall have no such obligation to the extent such matters are or becomes generally become publicly known or available other than as a result of a disclosure Executive’s breach of Executive’s obligations hereunder and (ii) Executive may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process. For the avoidance of doubt, such confidential matters (and Confidential Information) include any oral or written information relating to any member of the Company Group or any of their respective officers, directors, employees, agents and joint venture partners. In addition, Executive agrees that the terms of this Agreement shall be deemed confidential and shall not be discussed or disclosed by Executive with any person other than Executive’s spouse (if applicable), attorney or accountant; provided, that such discussions or disclosures shall be conditioned upon the agreement of the person to whom the terms are disclosed to maintain the confidentiality of such terms, or as provided in clause (i) or (yii) above. This confidentiality covenant is not intended to, and shall be interpreted in a manner that does not, limit or becomes known restrict Executive from exercising any legally protected whistleblower rights under any applicable law and receiving compensation therefor if provided by applicable law or available rule for information provided to a governmental entity. Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order. Moreover, Executive acknowledges and agrees that Executive shall not at any time, directly or indirectly, take any action, or encourage others to take any action, to denigrate, ridicule, criticize or disparage the Company or any of its affiliates, or any of their respective current or former officers, directors, employees, joint venture partners, products, services or customers to any third party (whether through non-public communication with any person, social media or in any public communication to the media). In addition, Executive on a nonconfidential basis from a source (agrees that Executive will not improperly use, disclose or induce the Company or any other than member of the Company) that, Company Group to the Executive’s knowledge, is not prohibited from disclosing such use any confidential or proprietary information to the Executive by a legal, contractual, fiduciary or trade secrets of any former or concurrent employer or other obligation person or entity, nor will Executive bring onto the premises of the Company or any other member of the Company Group any confidential or proprietary information or trade secrets belonging to any such employer, person or entity unless consented to in writing by both the CompanyCompany and such employer, person or entity. Nothing contained in this Section 10(a) shall preclude Executive from enforcing his rights under this Agreement or truthfully testifying in response to legal process or a governmental inquiry, or providing confidential performance reviews in the ordinary course of his services hereunder.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are specialConsultant shall not, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during directly or after indirectly, disclose to any person, entity or other organization or appropriate for his own use or the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit of others any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person Information, except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as otherwise required by applicable law, (C) law or legal process and in connection accordance with the enforcement this Section 9. For purposes of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information with respect to concerning the operation and performance business or financial affairs of the CompanyParent, Novartis Pharma, the Company or any of their subsidiaries (collectively, the “Company Group”) that has not been disclosed publicly by the Company Group, including the terms and provisions of this Agreement and includes, without limitation, customer lists of the Company Group, its investments, portfolio companies, products, services, facilities, product methods, research and development, respective trade secrets and other intellectual propertytechnological know-how, systemsinformation about (or provided by) any customer or supplier or prospective or former customer or supplier that is not widely and publicly known, patents information concerning the business or financial affairs of the Company Group, including books and patent applicationsrecords, commitments, procedures, manualsplans and prospectus, confidential reportsstrategies, product price listsor current or prospective transactions or business, customer listspricing information and any other “inside information.” In the event the Consultant believes he is, financial informationor has reason to believe he will be, required by any applicable law, discovery request and/or legal process to disclose any Confidential Information, the Consultant shall provide Novartis Pharma with written notice as provided in Section 14 of this Agreement as soon as practicable and, if possible, given the date of his receipt of such discovery request and/or legal process, no less than 5 business plansdays prior to any such disclosure. In such an event, prospects or opportunities (including, as applicable, all the Consultant shall disclose only that portion of the foregoing information regarding Confidential Information which, based on the Companyadvice of the Consultant’s pastlegal counsel, current is legally required to be disclosed and prospective portfolio companies); providedshall exercise (at Parent’s expense) reasonable efforts to provide that the receiving party shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and Novartis Pharma shall be given an opportunity to review the Confidential Information prior to the disclosure thereof, however, that such term, if permitted under applicable law. The Consultant’s obligations under this Section 9 shall not include apply to any information that that: (xi) is available to the general public or becomes is generally known available within the relevant business or available industry other than as a result of a disclosure by the Executive or Consultant’s violation of this Section 9; (yii) is or becomes known or available to the Executive Consultant or any of Consultant’s affiliates on a nonconfidential non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality; (other than iii) is approved for release by written authorization of Novartis Pharma; or (iv) is independently developed by the Company) that, Consultant or any of Consultant’s affiliates and outside the scope of the Consultant’s or any of Consultant’s affiliates’ provision of Services to the Executive’s knowledge, is not prohibited from disclosing such information Company Group without use of or reference to the Executive by a legal, contractual, fiduciary Confidential Information or other obligation to the Companyotherwise in breach of this Agreement.

Confidential Information. (a) The Executive recognizes agrees that he will not, except as the services Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to be performed by any third party any Confidential Information or proprietary information of the Executive hereunder are specialCompany, unique, and extraordinary and that, by reason of such or authorize anyone else to do these things at any time either during or subsequent to his employment with the Company, . This Section 7(d) shall continue in full force and effect after termination of Executive’s employment and after the Executive may acquire termination of this Agreement. Executive’s obligations under this Section 7(d) with respect to any specific Confidential Information concerning and proprietary information shall cease when that specific portion of the operation Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately and shall not apply to information that may be required by law or an order of any court, agency or proceeding to be disclosed (but only for the purposes of and to the minimum extent required by such compelled disclosure, and provided that Executive promptly notifies the Company of such requirement and provides the Company all reasonable assistance and cooperation in seeking to oppose such requirement or obtain protective treatment). It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information is defined to include information: (1) disclosed to or known by Executive as a consequence of or through his employment with respect the Company; (2) not generally known outside the Company; and (3) that relates to any aspect of the Company or its business, finances, operation and performance of plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to, the Company’s trade secrets, proprietary information, financial documents, long range plans, customer or supplier lists, marketing strategy, data bases, costing data, computer software developed by the Company, its investmentsinvestments made by the Company, portfolio companiesand any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others. Nothing in this Agreement or otherwise shall prohibit Executive from making a report to any governmental agency or entity if Executive has a reasonable belief that there has been a potential violation of federal or state law or regulation or from making other disclosures that are protected under the whistleblower provisions of any applicable federal or state law or regulation. No prior authorization to make any such reports or disclosures is required and Executive is not required to notify the Company that Executive has made such reports or disclosures. Executive, productshowever, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding may not waive the Company’s past, current attorney-client privilege. The Company and prospective portfolio companies); provided, however, Executive acknowledge that such term, pursuant to 18 U.S.C § 1833(b)(1) a Company employee shall not include be held criminally or civilly liable under any information federal or state trade secret law for the disclosure of a trade secret that (xa) is made (i) in confidence to a federal, state, or becomes generally known local government official, either directly or available indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other than as document filed in a result of lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that, pursuant to 18 U.S.C § 1833(b)(2) if an employee files a disclosure lawsuit for retaliation by the Executive Company for reporting a suspected violation of law, such employee may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding, if the individual (yA) is or becomes known or available files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companycourt order.

Confidential Information. (a) The Executive Director recognizes and acknowledges that the services Director will have access to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning (as defined below) relating to the operation business or interests of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) of persons with whom the Company may have business relationships. Except as permitted herein, the Director will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose any such Confidential Information or permit to be known to any Person other person or entity (except (A) as required by applicable law or in connection with the performance of the Executive’s obligations Director's duties and responsibilities hereunder), or use for the Director's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company hereunderhas or may be assessing commercial arrangements, (B) as required by applicable law, (C) in connection with any of which information is not generally known to the enforcement public or to actual or potential competitors of the Executive’s rights under Company (other than through a breach of this Agreement). Therefore, (D) in connection with any disagreementthe Director will not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company's Board of Directors. As used herein, “disclose such Confidential Information” includes information with respect to Information or use the operation and performance of the Companysame, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result in the course of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation Director's services to the Company, the Director may disclose such Confidential Information as the Director deems necessary to carry out the Director's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Director, regardless of whether the Director continues to serve the Company. It is further agreed and understood by and between the parties to this Agreement that all information and records relating to the Company, as hereinabove described, shall be the exclusive property of the Company and, upon termination of the Director's service with the Company, all documents, records, reports, writings and other similar documents containing Confidential Information, including copies thereof, then in the Director's possession or control shall be returned to and left with the Company.

Confidential Information. Executive acknowledges that: (ai) The the business of the Company and its Subsidiaries and affiliates is intensely competitive and that Executive’s engagement by the Company requires that Executive recognizes that have access to and knowledge of confidential information of the Company and its Subsidiaries and affiliates, including, but not limited to, the identity of customers, the identity of the representatives of customers with whom the Company and its Subsidiaries and affiliates have dealt, the kinds of services provided by the Company and its Subsidiaries and affiliates to customers and offered to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Companyfor potential customers, the Executive may acquire Confidential Information manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the operation creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any “Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or Information”); (ii) disclose any the direct or indirect disclosure of such Confidential Information to any Person except (A) in the performance existing or potential competitors of the Executive’s obligations Company and its Subsidiaries and affiliates would place the Company and its Subsidiaries and affiliates at a competitive disadvantage and would do damage, monetary or otherwise, to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement business of the Executive’s rights under this Agreement, Company and its Subsidiaries and affiliates; and (Diii) the engaging by Executive in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board activities prohibited by this Section 9 may constitute improper appropriation and/or use of Directorssuch information and trade secrets. As used hereinNotwithstanding the foregoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Information shall not include any information that which (x) is or becomes generally known or available part of the public domain through a source other than as a result of a disclosure by the Executive or Executive, (y) is or becomes known or available to the Executive on a nonconfidential basis from a source independent of the Company and its Subsidiaries and affiliates, or (other than z) constitutes general industry knowledge possessed by Executive by virtue of Executive’s employment with the Company) that. Executive expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of the Company and its Subsidiaries and affiliates. Accordingly, to the Executive’s knowledge, is not prohibited from disclosing such information to the Company and Executive by a legal, contractual, fiduciary or other obligation to the Company.agree as follows:

Confidential Information. (a) The Executive recognizes and acknowledges that the Executive will have access to Confidential Information (as defined below) relating to the business or interests of the Company or of persons with whom the Company may have business relationships. Except as permitted herein, the Executive will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose or permit to be known to any other person or entity (except as required by applicable law or in connection with the performance of the Executive's duties and responsibilities hereunder), or use for the Executive's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company has or may be assessing commercial arrangements, any of which information is not generally known to the public or to actual or potential competitors of the Company (other than through a breach of this Agreement). Therefore, the Executive will not, without the prior written consent of the Company's Board of Directors, disclose such Confidential Information or use the same, provided, however, that in the course of the Executive's services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire disclose such Confidential Information concerning as the operation Executive deems necessary to carry out the Executive's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Executive, regardless of whether the Executive continues to be employed by the Company. It is further agreed and understood by and between the parties to this Agreement that all information and records relating to the Company, as hereinabove described, shall be the use or disclosure exclusive property of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyand, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason upon termination of the Executive’s 's employment with the Company or (ii) disclose any such Company, all documents, records, reports, writings and other similar documents containing Confidential Information to any Person except (A) Information, including copies thereof, then in the performance of the Executive’s obligations 's possession or control shall be returned to the Company hereunder, (B) as required by applicable law, (C) in connection and left with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges that the services continued success of the Company and its Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential, proprietary, and/or trade secret information. All such confidential, proprietary and trade secret information now existing or developed during the term of Employee’s employment hereunder will be referred to in this Agreement as “Confidential Information.” Confidential Information will be performed interpreted broadly to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Subsidiaries’ business and (ii) not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Employee during the Executive hereunder are specialcourse of his performance under this Agreement concerning the business and affairs of the Company and its Subsidiaries and affiliates, unique, and extraordinary and that, by reason information concerning acquisition opportunities in or reasonably related to the Company’ or its Subsidiaries’ or affiliates’ business or industry of such which Employee becomes aware during Employee’s employment with the Company, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Company, the use any one or disclosure more of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether them during or after the ExecutiveEmployee’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason course of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities (includingconfidential employee lists and contact information, as applicablecompensation and incentive structures and strategies, all confidential information concerning sales, including volumes, pricing, and margins, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of the foregoing information regarding the Company’s pastproviding service, current support and prospective portfolio companies); providedequipment. Therefore, however, Employee agrees that such term, he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Employee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law or court order. Employee agrees that he shall not disclose any Confidential Information after his employment ends. If requested by the Executive or (y) is or becomes known or available Company in writing, Employee agrees to deliver to the Executive on a nonconfidential basis from a source (other than Company at the end of Employee’s employment with the Company, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (and copies thereof and all electronic data residing on any electronic device) that, relating to the Executivebusiness of the Company or its Subsidiaries or affiliates (including, without limitation, all Confidential Information) that he may then possess or have under his control, provided that Employee may retain copies of Employee’s knowledgepersonnel information, is not prohibited from disclosing such as performance evaluations, payroll information to and the Executive by a legal, contractual, fiduciary or other obligation to the Companylike.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future shall be referred to herein as “Confidential Information.” Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s or its Affiliates’ current or potential business and (ii) is not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by Executive during the course of Executive’s performance under this Agreement concerning the business and affairs of the Company and its Affiliates and/or during any prior employment with the Company and/or any of its predecessors, information concerning acquisition opportunities in or reasonably related to the Company’s or its Affiliates’ business or industry of which Executive hereunder are special, unique, and extraordinary and that, by reason of such becomes aware through Executive’s employment with the Company, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Company, the use any one or disclosure more of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether them during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason course of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) product research and development, product formulations, and product formulation techniques and processes, as well as development, transition and transformation plans, methodologies and methods of doing business, all trade secrets, intellectual property, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, support and equipment. Therefore, Executive agrees that Executive shall only use such Confidential Information as may be required on behalf of the Company or its Affiliates in connection with any disagreement, dispute or litigation (pending or threatened) between Executive’s performance under this Agreement and solely in the Executive and best interests of the Company and/or its Affiliates; and that Executive shall not disclose to or (E) with for the benefit of any unauthorized person or for Executive’s use for Executive’s own account any of such Confidential Information without the prior written consent of the Board of Directors. As used hereinCompany’s Chief Executive Officer, “Confidential Information” includes information with respect unless and to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities extent that any Confidential Information (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions, or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companycourt order.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed as a result of his employment by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire will obtain Confidential Information concerning as to the operation of Company and its Affiliates and the CompanyCompany and its Affiliates will suffer substantial damage, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglydifficult to ascertain, the if Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly should use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance and that because of the Executive’s obligations nature of the information that will be known to Executive it is necessary for the Company hereunder, (B) as required and its Affiliates to be protected by applicable law, (C) in connection with the enforcement confidentiality restrictions set forth herein. For purposes of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes means information, observations and data concerning the business or affairs of the Company and its subsidiaries and Affiliates, including, without limitation, all business information with respect (whether or not in written form) which relates to the operation and performance of the Company, its investmentssubsidiaries or Affiliates, portfolio companiesor their customers, suppliers or contractors or any other third parties in respect of which the Company or its subsidiaries or Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of which is not known to the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes public generally known or available other than as a result of a disclosure by Executive’s breach of this Agreement, including but not limited to: technical information or reports; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. Confidential Information will not include (i) such information known to Executive prior to Executive’s involvement with the Executive Company or (y) is its subsidiaries or becomes known Affiliates or available to the Executive on a nonconfidential basis information obtained from a source third party (other than the Companypursuant to a breach by Executive of this Agreement) that, to the or (ii) contact information contained in Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary personal rolodex or other obligation to the Companyelectronic address book.

Confidential Information. At all times during the term of this Agreement, Employer shall provide Employee with access to “Confidential Information.” As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The Executive recognizes parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the services Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the general knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the industry other than as a result of its disclosure by Employee, or (iv) has been independently developed by Employee and may be performed disclosed by Employee without breach of this Agreement, provided, in each case, that Employee shall bear the Executive hereunder are specialburden of demonstrating that the information falls under one of the above-described exceptions. Pursuant to the Defend Trade Secrets Act of 2016, uniqueEmployee acknowledges that Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order. Additionally, notwithstanding anything herein to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to Employer, with any federal government agency having jurisdiction over Employer or its operations, and extraordinary and thatcooperating in any investigation by any such federal government agency. Unless disclosure is otherwise required by applicable law or stock exchange rules, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive terms of this Agreement shall be deemed Confidential Information for purposes of this Section. Employee shall keep the terms of this Agreement strictly confidential and will not, without the prior written consent of Employer, disclose the details of this Agreement to any third party in any manner whatsoever in whole or in part, with the exception of Employee’s representatives (such as tax advisors and attorneys) who need to know such information. Employee agrees that Employee will not (directly or indirectly) at any time, whether during or after subsequent to the Executiveterm of Employee’s employment hereunderwith Employer, (i) knowingly in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use for an improper personal benefit or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section 8.4 resulting in material harm to Pediatrix or Employer is a material breach of this Agreement and shall constitute “Cause” for the Executive termination of Employee’s employment hereunder pursuant to Section 4.1 hereof. In the event that Employee is ordered to disclose any Confidential Information, whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may learn seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or has learned other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by reason law, Employee shall disclose only that portion of the Executive’s employment with the Company or (ii) disclose any such Confidential Information that Employee is ordered to disclose in a legally binding subpoena, demand or similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in any Person except media (Aincluding electronic or video) in the performance of the Executive’s obligations containing Confidential Information or relating to the Company hereunderbusiness of Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain Employer’s sole property (B) as required by applicable law, (C) in connection with the enforcement collectively “Employer Property”). Upon termination or expiration of the Executive’s rights under this Agreement, (D) in connection with any disagreementor earlier upon Employer’s request, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereinEmployee shall promptly deliver to Employer all Employer Property, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyretaining none.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the Executive hereunder are special, unique, course of his performance with Parent and extraordinary and that, by reason of such employment with its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during his employment, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance, the use or disclosure as well as development, transition and transformation plans, methodologies and methods of which would cause the Company substantial loss doing business, strategic, marketing and damages which could not be readily calculated expansion plans, including plans regarding planned and for which no remedy at law would be adequatepotential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that during his employment and thereafter he shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act; or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that he may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) The Executive recognizes acknowledges that in the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason course of such his employment with the Company, the Executive may acquire he will have access to Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateInformation. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes but is not limited to information with respect not generally known to the operation public, in spoken, printed, electronic or any other form or medium relating directly or indirectly to: business processes, practices, policies, plans, documents, operations, services and performance of the Companystrategies; contracts, its investmentstransactions, portfolio companiesand potential transactions; negotiations and pending negotiations; customer and prospect information including, productswithout limitation, servicescustomer and prospect lists, facilitiespurchase and order histories, product methods, research and developmentequipment pipelines; proprietary information, trade secrets and other intellectual property; supplier and vendor agreements, systemsstrategies, patents plans and patent applicationsinformation; financial information and results; legal strategies and information; marketing plans and strategies; pricing plans and strategies; personnel information and staffing and succession planning practices and strategies; internal controls and security policies, strategies and procedures; and/or other confidential business information that Executive will learn, receive or use at any time during his employment with the Company, whether or not such information has been previously identified as confidential or proprietary. Confidential Information may be contained in written materials, such as documents, files, reports, manuals, confidential reportsdrawings, product price listsdiagrams, customer listsblueprints and correspondence, financial informationas well as computer hardware and software, business and electronic or other form or media. It may also consist of unwritten knowledge, including ideas, research, processes, plans, prospects practices and know-how. Confidential Information does not include information that: (i) is in or opportunities (including, as applicable, all becomes part of the foregoing public domain or information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available in the trade, other than as a result of a disclosure by or through Executive in violation of this Agreement or by a third-party in breach of a confidentiality obligation; (ii) information that Executive acquires or independently develops completely independently of his employment with the Executive or Company; (yiii) is or becomes known or available lawfully disclosed to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legalthird party provided the third party did not receive it due to a breach of this Agreement or any other obligation of confidentiality; (iv) was lawfully in Executive’s possession prior to providing services for the Company, contractualprovided that said information was not obtained from the Company; or (v) is required to be disclosed by law or the order of any court or governmental agency, fiduciary or in any litigation or similar proceeding; provided that prior to making any such required disclosure, Executive shall notify the Company in sufficient time to permit the Company to seek an appropriate protective order. Executive agrees that he shall not, at any time during his employment with the Company or thereafter, disclose or otherwise make available Confidential Information to any person, company or other obligation to party. Further, Executive shall not use or disclose any Confidential Information at any time without the Company’s prior written consent. This Agreement shall not limit any obligations Executive may have under any other employee confidentiality agreement with the Company or under applicable law nor shall it limit his right to provide truthful information to any governmental agency.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to confidential and proprietary information of the Company which constitute valuable, special, and unique assets of the Company. The term "Confidential Information" as used in this Agreement shall mean all information which is known only to the Executive, the Company, other employees of the Company, or others in a confidential relationship with the Company, and relating to the Company's business (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time, which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information secret, including disclosing the information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company's competitors or in a manner contrary to the Company's interests, would cause extensive and immeasurable harm to the Company and to the Company's competitive position. The Executive shall not, during or after the Term or at any time after this Agreement ends, for a period of two (2) years thereafter, use for personal gain or detrimentally to the Company all or any part of the Confidential Information, or disclose or make available all or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be performed required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the breach by the Executive hereunder are special, uniqueof his confidentiality obligations hereunder. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and extraordinary no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and thatwhether by the Company or the Executive, by reason or within seven (7) business days of such the Company's request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive may acquire Confidential Information concerning the operation has lawfully acquired extensive knowledge of the Company, the use or disclosure of industries in which would cause the Company substantial loss engages in business including, without limitation, markets, valuation methods and damages which could techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 10 are not be readily calculated and intended to restrict the Executive's use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for which no remedy at law would be adequate. Accordinglydocuments, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees that to (a) promptly notify the Executive will not (directly Company of the existence, terms and circumstances surrounding such request or indirectly) at any time, whether during or after the Executive’s employment hereunderrequirement, (ib) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (iic) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to assist the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute seeking a protective order or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)appropriate remedy; provided, however, that such term, the Executive shall not include be required to take any information action in violation of applicable laws. In the event that (x) such protective order or other remedy is not obtained or becomes generally known that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or available other than as resulted from a result of a previous disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive permitted by a legal, contractual, fiduciary or other obligation to the Companythis Agreement.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, Consultant acknowledges and extraordinary and agrees that, by reason during the course of such employment with providing the Consulting Services to the Company, he will have access to secret and confidential information relating to the Executive Company (the “Confidential Information”) and that the following restrictive covenants are necessary to protect the interests and continued success of Company. Except in the course of the performance of the duties of the Consultant hereunder during the Term in good faith for the sole and exclusive benefit of the Company and in accordance with such confidentiality practices as may acquire Confidential Information concerning the operation of be established from time to time by the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyexcept where required by law, the Executive agrees that the Executive will Consultant shall not (directly disclose any Confidential Information to any person or indirectly) entity at any time, whether time during or after the Executive’s employment hereunderexpiration or earlier termination of this Agreement. As used in this Agreement, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn includes, without limitation, all information of a technical or has learned by reason commercial nature (such as information consisting of the Executive’s employment with research and development, patents, trademarks and copyrights and applications thereto, formulas, codes, computer programs, software, methodologies, processes, innovations, software tools, know-how, knowledge, designs, drawings specifications, concepts, data, reports, techniques, documentation, pricing, marketing plans, customer and prospect lists, trade secrets, financial information, salaries, business affairs, suppliers, profits, markets, sales strategies, forecasts and personnel information), whether written or oral, relating to the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive business and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance affairs of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and customers and/or other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, associates. The term "Confidential Information" shall not include any information that (xi) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or has been made available to the Executive public generally through no fault of or no breach of any duty or obligation owed by the Consultant; (ii) that the Company regularly gives to third parties without restriction on a nonconfidential basis use or disclosure; (iii) that is shown by documentary evidence to have been independently developed by the Consultant after the date the Consultant ceases to act for the Company in any capacity, without access to or utilizing any relevant Confidential Information; or (iv) that has been received lawfully and in good faith after the date the Consultant ceases to act for the Company in any capacity from a source (other than third party who did not derive it from the Company) that. If the Consultant is required by law, including, without limitation, by subpoena or civil discovery request, to disclose any Confidential Information, the Executive’s knowledge, is not prohibited from disclosing Consultant shall immediately notify the Company in writing of the particulars of such information requested disclosure and shall reasonably cooperate with the Company in seeking a protective order prohibiting or limiting such disclosure to the Executive extent permitted by a legallaw. In any event, contractual, fiduciary or other obligation the Consultant shall limit its disclosure of Confidential Information to the Companythat portion of such Confidential Information that it is legally required to disclose.

Confidential Information. (a) To the maximum extent permitted by law, the Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Agreement, disclose, use, remove or copy any Confidential Information, trade secret or proprietary information he acquired during the course of his employment and affiliation with the Company. “Confidential Information,” for purposes of this Agreement, includes any oral, written and/or electronic information not previously published or generally available in the public domain. Confidential Information, trade secrets and proprietary information includes without limitation, any technical, actuarial, economic, financial, procurement, provider, enrollee, customer, underwriting, contractual, managerial, marketing, strategic planning or other information of any type regarding the business in which the Company is engaged, but not including any previously published information or other information generally in the public domain. The Executive recognizes also agrees that he shall not without the services Company’s written consent by an authorized representative, directly or indirectly use the Company’s Confidential Information, trade secrets and proprietary information, including but not limited to be performed customer lists, to solicit business of any customers of the Company (other than on behalf of the Company). The Executive acknowledges and agrees that any “Invention,” including without limitation, any developments or discoveries by the Executive hereunder are special, unique, and extraordinary and that, by reason during the course of such his employment with the Company through the date of execution of this Release resulting in patents, lists of customers, trade secrets, specialized know-how or other intellectual property useful in the then-current business of the Company and any original works of authority are the property of the Company and shall be used for the sole benefit of the Company. If not previously assigned to the Company, the Executive may acquire Confidential Information concerning the operation hereby assigns ownership of any and all Inventions to the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result the provisions of a disclosure by the Executive or (y) is or becomes known or available this Agreement requiring assignment of Inventions to the Executive on a nonconfidential basis from a source (other than Company do not apply to any invention which qualifies fully under the Company) thatprovisions of California Labor Code section 2870, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companywhich provides as follows.

Confidential Information. During the employment or service period and thereafter, Grantee will not disclose any Proprietary Information (aas defined below) The Executive recognizes that or use any Proprietary Information in any manner adverse to the services to be performed by the Executive hereunder are specialbest interests of Company. All information, uniquedata, documents, agreements, files, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use other materials that have been or disclosure of which would cause the Company substantial loss and damages which could not will be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (furnished directly or indirectly) at indirectly by Company or any timeof its representatives to Grantee, including, without limitation, trade secrets, software programs, intellectual property, data files, source code, computer chips, system designs and product designs, whether during or not marked as confidential, whether furnished prior to, on or after the Executive’s employment hereunderGrant Date, whether oral, written or electronic, and regardless of the manner in which it was or is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by Company or any of its representatives that contain, reference, reflect or are based upon, in whole or in part, any information, documents, agreements, files, and other materials so furnished to Grantee is referred to herein as “Proprietary Information”. Proprietary Information does not include, however, information that (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn was, is or has learned by reason of the Executive’s employment with the becomes available to Grantee on a non-confidential basis from a source other than Company or any of its representatives; provided that such other source is not known by Xxxxxxx, after reasonable inquiry, to be bound by a confidentiality obligation to Company; (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunderwas, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally available to or known or available by the public (other than as a result of a disclosure breach by Grantee of this Agreement); (iii) was previously in the Executive or (y) possession of Grantee; provided that such information is or becomes not known or available to the Executive on a nonconfidential basis from a source (other than the Company) thatby Xxxxxxx, after reasonable inquiry, to the Executive’s knowledge, is not prohibited from disclosing such information be subject to the Executive by a legal, contractual, fiduciary another confidentiality agreement or other obligation of secrecy to Company; or (iv) was independently developed by Grantee without use of the Proprietary Information and without violating any of his obligations under this Agreement or previously as a member of the Board. To the extent that any Proprietary Information may include materials subject to the Companyattorney client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Grantee agrees that the parties have a commonality of interest with respect to such matters, and it is the mutual desire, intention and understanding of the parties that the sharing of such materials was or is not intended to, and shall not, waive or diminish in any way the confidentiality of such materials or their continued protection under the attorney client privilege, work product doctrine or other applicable privilege. Accordingly, and in furtherance of the foregoing, the parties agree not to claim or contend that either party hereto has waived any attorney client privilege, work product doctrine or any other similar and applicable privilege by providing information pursuant to this Agreement.

Confidential Information. (a) The Executive recognizes acknowledges that the services to information, observations and data that have been or may be performed obtained by the Executive hereunder are specialduring the Executive’s employment or other relationship with, uniqueor through the Executive’s involvement as a direct and indirect owner of, and extraordinary and thatthe Company, by reason any Subsidiary or affiliate thereof or any direct or indirect successor to or predecessor of such employment any of them or any of their businesses (collectively with the Company, the Executive may acquire Confidential Information concerning the operation of the Company“Related Companies”), the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during prior to or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason execution and delivery of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, of or concerning the Related Companies or their businesses or affairs (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereincollectively, “Confidential Information” includes information with respect to ”), are and will be the operation and performance property of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)Related Companies; provided, however, that such term, the term “Confidential Information” shall not include any information (including techniques, know-how or strategies) that the Executive can demonstrate (xi) is or becomes generally known or publicly available other otherwise than as through a result breach of a disclosure by the Executive or this Agreement, (yii) is or becomes known or available to the Executive on a nonconfidential non-confidential basis and not in contravention of applicable law from a source that is entitled to disclose such information to the Executive, (iii) is required to be disclosed pursuant to any applicable law or court order or governmental or regulatory body or (iv) is appropriate or necessary to be disclosed in connection with any dispute related to the Executive’s employment. Therefore, the Executive agrees that the Executive will not, during the Employment Period or thereafter, disclose to any unauthorized Person or use for the account of the Executive or any other Person (other than the Company) thatCompany and its Affiliates and their officers, to directors and employees, in the course of performing the Executive’s knowledgeduties as an employee of the Company) any Confidential Information without the prior written consent of the Company (by the action of the Board), is not prohibited from disclosing such information unless and to the extent that such disclosure is required by law. The Executive will deliver or cause to be delivered to the Company at, or within two (2) weeks after, the final day of the Executive’s employment by a legalthe Company, contractualor at any other time the Company or its Affiliates may request, fiduciary all memoranda, notes, plans, records, reports, computer tapes and software and other documents and materials (and copies thereof) containing or relating to Confidential Information or the business of any Related Company that the Executive may then possess or have under the Executive’s control; provided, that Executive may retain copies of the Executive’s compensation records and documents, information reasonably needed for tax purposes and any other personal property, such as rolodexes or other obligation to the Companypersonal contacts.

Confidential Information. a. Executive agrees and understands that Executive has been and will be exposed to and receive certain confidential information of the Company and its affiliates, including, but not limited to: technical information; business and marketing plans; strategies; customer information; product information; pricing information and policies; promotions; developments; financing plans; business policies and practices; processes; techniques; methodologies; formulae; processes; compilations of information; research materials; software (a) The source and object code); algorithms; computer processing systems; drawings; proposals; job notes; reports; records; specifications; inventions; discoveries; improvements; innovations; designs; ideas; trade secrets; proprietary information; manufacturing, packaging, advertising, distribution, and sales methods; sales and profit figures; and client and client lists and other forms of information considered by the Company or its affiliates to be confidential and in the nature of a trade secret (hereinafter all referred to as “Confidential Information”). Executive recognizes acknowledges that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation is a valuable and unique asset of the CompanyCompany and hereby covenants that both during and after Executive’s employment, the use or disclosure of which would cause the Company substantial loss Executive shall keep such Confidential Information confidential and damages which could shall not be readily calculated and for which no remedy at law would be adequate. Accordinglydisclose such information, the Executive agrees that the Executive will not (either directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute third person or litigation (pending or threatened) between the Executive and the Company or (E) with entity without the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance a duly authorized representative of the Company. Further, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities Executive agrees that Executive will not use any Confidential Information for any purpose (including, as applicablebut not limited to, all use for Executive’s own benefit or for the benefit of a third party) other than for purposes authorized by the Company or its affiliates and for the benefit of the foregoing Company and/or its affiliates. The parties agree that any Confidential Information that was disclosed or provided to Executive by the Company or its affiliates prior to the effective date of this Agreement was intended to be and shall be subject to the terms and conditions of this Agreement. Executive agrees that this confidentiality covenant has no temporal or territorial restriction. The obligation of confidentiality imposed herein shall not apply: (i) to information regarding that is now or hereafter becomes publicly known or generally known in the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available industry other than as a result of a disclosure Executive’s breach of Executive’s obligations hereunder and (ii) to information that is required to be disclosed by the applicable laws, governmental regulations or judicial or regulatory process; provided, however, in such event, that Executive or (y) is or becomes known or available may disclose such information only to the Executive on a nonconfidential basis from a source extent required and shall give at least fifteen (other than the Company15) that, days’ prior written notice to the Executive’s knowledge, is not prohibited from disclosing Company of the requirement to disclose such information to the Executive by a legal, contractual, fiduciary or other obligation to extent practicable under the Companycircumstances.

Confidential Information. In the performance of his duties, Executive may have access to confidential records, including, but not limited to, development, marketing, organizational, financial, managerial, administrative, manufacturing, productions, distribution and sales information, data, specifications and processes presently owned or at any time hereafter developed, by Company, or its agents or consultants, or used presently or at any time hereafter in the course of its business that it is not otherwise part of the public domain (a) The collectively, “Confidential Material”). All such Confidential Material is considered secret and is disclosed to Executive recognizes in confidence. Executive acknowledges that the services Confidential Material constitutes proprietary information of Company which draws independent economic value, actual or potential, from not being generally known to be performed by the Executive hereunder are special, uniquepublic or to other persons who could obtain economic value from its disclosure or use, and extraordinary and thatthat Company has taken efforts reasonable under the circumstances, by reason of such employment with which this Section 7 is an example, to maintain its secrecy. Except in the performance of his duties to Company, the Executive may acquire Confidential Information concerning the operation of the Companyshall not, the directly or indirectly for any reason whatsoever, disclose, divulge, communicate, use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) otherwise disclose any such Confidential Information Material, unless such Confidential Material ceases to be confidential because it has become part of the public domain (not due to a breach by Executive of his obligations hereunder). Executive shall also take all reasonable actions appropriate to maintain the secrecy of all Confidential Information. All records, lists, memoranda, correspondence, reports, manuals, files, drawings, documents, equipment and other tangible items (including computer software), wherever located, relating in any Person except (A) way to the Confidential Material or otherwise to Company’s business, which Executive shall prepare, use or encounter, shall be and remain Company’s sole and exclusive property and shall be included in the performance Confidential Material. Upon termination of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the whenever requested by Company, its investments, portfolio companies, products, services, facilities, product methods, research Executive shall promptly deliver to Company any and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Confidential Material, not previously delivered to Company’s past, current and prospective portfolio companies); provided, however, that such termmay be, shall not include or at any information that (x) is previous time has been, in the possession or becomes generally known or available other than as a result under the control of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges that the services to be performed by the Executive hereunder are special, unique(i) during employment by, and extraordinary and thatas a result of the Employee’s relationship with, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning Employee will obtain knowledge of and gain access to information regarding the operation business, operations, products, proposed products, production methods, processes, customer lists, advertising, marketing and promotional plans and materials, price lists, pricing policies, financial information and other trade secrets of the Company, other confidential information of, and material proprietary to, the use Company or designated as being confidential by the Company which is not generally known to persons outside of the Company, including information and material originated, discovered or developed in whole or in part by the Employee (collectively referred to herein as “Confidential Information”), (ii) the direct and indirect disclosure of which would cause any such Confidential Information to existing or potential competitors of the Company substantial loss would place the Company at a competitive disadvantage and damages which could not be readily calculated would do damage, monetary or otherwise, to the business of the Company; and for which no remedy at law would be adequate(iii) the engaging by the Employee in any of the activities prohibited by this Section 1 may constitute improper appropriation and/or use of such information and trade secrets. The Employee expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of one or more members of the Company. Accordingly, the Executive Employee agrees that during the Executive Period of Employment with the Company (or any member thereof) and, to the fullest extent permitted by law, thereafter, the Employee will, in a fiduciary capacity for the benefit of the Company, hold all Confidential Information strictly in confidence and will not (directly or indirectly) at indirectly reveal, report, disclose, publish or transfer any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any of such Confidential Information that the Executive may learn to any person, firm or has learned by reason other entity, or utilize any of the ExecutiveConfidential Information for any purpose, except in furtherance of the Employee’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and member of the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure may be required by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companylaw.

Confidential Information. Executive acknowledges that the information, data and trade secrets (collectively, “Confidential Information”) obtained by Executive during the course of Executive’s performance under this Agreement concerning the business or affairs of the Company are the property of the Company. For purposes of this Agreement, “trade secret” means any method, program or compilation of information which is used in the Company’s business, including, but not limited to: (a) The Executive recognizes that the services to be performed techniques, plans and materials used by the Executive hereunder are specialCompany, unique(b) marketing methods and strategies employed by the Company, and extraordinary and that(c) all lists of past, by reason of such employment present or targeted customers, clients, suppliers, business partners, teaming members and/or other Persons who have done business with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any timenot, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason term of the Executive’s employment with the Company and for a period of twenty-four (24) months thereafter, disclose to any unauthorized Person or (ii) disclose use for Executive’s own account any of such Confidential Information to any Person except (A) in without the performance written consent of the Executive’s obligations Company. Executive agrees to deliver to the Company hereunderat the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports and other documents (Band copies thereof) relating to the business of the Company which Executive may then possess or have under Executive’s control. Notwithstanding the terms of this Agreement, Confidential Information may be disclosed by Executive when and to the limited extent compelled by written notice from a government agency or when and to the limited extent compelled by legal process or court order by a court of competent jurisdiction, provided that, to the extent legally permissible, Executive shall give the Company prompt written notice of such request or order and the Confidential Information to be disclosed as required by applicable lawfar in advance of its disclosure as possible so that the Company may seek appropriate an protective order. Notwithstanding the terms of this Agreement, (C) Executive may disclose the Confidential Information of the Company in connection with the enforcement proposed performance by Executive of the Executive’s rights duties under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect subject to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall prior approval. Confidential Information does not include any information that which (xa) is or becomes generally known to the industry or available the public other than as a result of a disclosure breach of this Agreement or any other agreements by the Executive Executive, or (yb) is or becomes known or available to the Executive on a nonconfidential non-confidential basis from a source (other than the Company) thatCompany or its subsidiaries or Affiliates or their respective directors, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary employees or other obligation to the Companyagents.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information”. Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn related to Parent’s or has learned by reason of the Executive’s employment with the Company its Subsidiaries’ or Affiliates’ current or potential business and (ii) disclose any such is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the course of his performance under this Agreement concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any Person except (A) in the performance one or more of the them during Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement course of the Executive’s rights performance under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and as well as development, trade secrets transition and other intellectual propertytransformation plans, systemsmethodologies and methods of doing business, patents strategic, marketing and patent applicationsexpansion plans, procedures, manuals, confidential reports, product price lists, customer listsincluding plans regarding planned and potential sales, financial information, and business plans, prospects or opportunities employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that during his employment and for a period of three (including3) years after termination of his employment for any reason (and as to information that constitutes a trade secret under applicable law, for such longer period as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, same shall remain a trade secret) he shall not include disclose to any information unauthorized person or use for his own account any of such Confidential Information without the Board’s prior written consent, unless and to the extent that any Confidential Information (xi) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that he may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) The Executive recognizes that the services to Except as may be performed required under applicable law, including by the Executive hereunder are special, unique, and extraordinary and that, by reason lawful order of such employment with the Company, the Executive may acquire Confidential Information concerning the operation a court or agency of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglycompetent jurisdiction, the Executive agrees that to keep secret and confidential, both during the Executive will not (directly or indirectly) at any time, whether during or Employment Term and indefinitely after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to terminates, all non-public information concerning the Company hereunderand its affiliates that was acquired by, (B) as required by applicable lawor disclosed to, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and during the course of his employment by the Company or (E) with the prior written consent any of the Board of Directors. As used hereinits affiliates, “Confidential Information” includes information with respect to the operation and performance of the Companyincluding trade secrets, its investments, portfolio companies, products, services, facilities, product methodsknow-how, research and development, trade secrets software, databases, inventions, processes, technology, and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities information relating to customers (including, as applicablewithout limitation, all of the foregoing credit history, repayment history, financial information regarding the Company’s and financial statements), costs, operations, sales, pricing, suppliers, vendors, compensation, marketing, advertising, promotions, financial data, plans, and government and regulatory activities, whether past, current or planned and prospective portfolio companies)not to disclose the same, either directly or indirectly, to any other person, firm or business entity, or to use it in any way; provided, however, that such term, the provisions of this Section 4(a) shall not include any apply to information that (xi) was, is now, or becomes generally known or available other than to the public (but not as a result of a breach of any duty of confidentiality by which the Executive is bound); (ii) was disclosed to the Executive by a third party not subject to any duty of confidentiality to the Company known to Executive prior to its disclosure to the Executive; (iii) is disclosed by the Executive or in the ordinary course of the Company’s business as a proper part of his employment in connection with communications with customers, vendors and other proper parties, provided that it is for a proper purpose solely for the benefit of the Company, and (yiv) is or becomes known or the Company agrees in writing was available to the Executive on a nonconfidential basis from a source (other than prior to disclosure. If the Company) thatExecutive is requested or required by law to disclose any such information, to the Executive’s knowledgeextent not legally prohibited, is not prohibited from disclosing he will notify the Company promptly so that the Company may seek any appropriate protective order, seek to obtain confidential treatment of such information and/or take any other action related to the protection of such information, and the Executive by a legalshall, contractual, fiduciary or other obligation to at the expense of the Company, use commercially reasonable efforts to assist the Company in its efforts.

Confidential Information. (a) The Company agrees and Executive recognizes acknowledges that prior to and during the services Employment Period he shall be provided trade secrets, confidential and proprietary information intended to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information kept in confidence concerning the operation Business of the CompanyCompany and its affiliates (collectively, “Confidential Information”) that is the property of the Company and its affiliates, the use or disclosure and knowledge of which would cause gives the Company substantial loss a competitive advantage, including, without limitation, information and damages which could not be readily calculated knowledge pertaining to products, services, inventions, discoveries, improvements, innovations, designs, ideas, trade secrets, manufacturing, advertising, marketing, distribution and for which no remedy at law would be adequatesales methods and forecasts, operating procedures, financial statements and other financial information, supplier, vendor, customer and client lists and relationships between the Company and its affiliates and customers, clients, vendors, suppliers, lessors and others who have business dealings with them, and the substance of any agreements with such persons and parties. AccordinglyTherefore, the Executive agrees that the Executive will he shall not (directly or indirectly) at any time, whether time during or after the Executive’s employment hereunderEmployment Period, (i) knowingly directly or indirectly, regardless of when he obtained such Confidential Information, disclose, directly or indirectly, to any person or entity or use for an improper personal his own purposes or the benefit of any third party, including any subsequent employer, any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company. Confidential Information does not include information which (i) is in the public domain or is generally known or available, or hereafter becomes part of the public domain or is generally known or available through no violation of this Agreement; (ii) is lawfully acquired by the Executive from any third party not bound, to the actual knowledge of the Executive, by an obligation of confidence to the Company; or (iii) is required, pursuant to judicial action or governmental regulations or other requirements, to be disclosed by the Executive, provided that the Executive has notified the Company as such request for disclosure and cooperates with the Company in the event the Company elects to contest and avoid such disclosure. Executive shall deliver to the Company at the Termination Date, or immediately at any other time the Board may request, all property, memoranda, notes, plans, records, reports, electronic mail, computer files, printouts, software and other documents and data (and copies thereof, regardless of Directors. As used herein, “the media on which such are contained) constituting or relating to the Confidential Information” includes information with respect , Work Product (as defined below), property or the business of the Company or its affiliates which he may then possess or have under his control. All Confidential Information and documents relating to the operation and performance Company as described above shall be the exclusive property of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects Executive shall use his commercially reasonable best efforts to prevent any publication or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companythereof.

Confidential Information. (a) The Executive recognizes that Except as required in the services to be performed performance of Executive’s duties as an employee of the Company or as authorized in writing by the Board, Executive hereunder are specialshall not, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether either during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) at any time thereafter, use, disclose any such Confidential Information or make accessible to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with person any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directorsconfidential information for any purpose. As used herein, “Confidential Information” includes means information with respect proprietary to the operation Company or its customers or prospective customers and performance of not generally known (including trade secret information) about the Company, its investments, portfolio companies’s customers, products, services, facilitiespersonnel, product suppliers, pricing, sales strategies, technology, computer software code, methods, research and developmentprocesses, trade secrets and other intellectual propertydesigns, research, development systems, patents techniques, finances, accounting, purchasing, and patent applicationsplans. All information disclosed to Executive or to which Executive obtains access, procedureswhether originated by Executive or by others, manualsduring the period of Executive’s employment by the Company, confidential reports, product price lists, customer lists, financial information, business plans, prospects shall be presumed to be Confidential Information if it is treated by the Company as being Confidential Information or opportunities (including, as applicable, all if Executive has a reasonable basis to believe it to be Confidential Information. Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the foregoing information regarding Company and represents a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. During Executive’s pastemployment with the Company, current and prospective portfolio companies); provided, however, Executive shall refrain from committing any acts that would materially reduce the value of such term, knowledge or information to the Company. The foregoing obligations of confidentiality shall not include apply to any knowledge or information that (xi) is now or subsequently becomes generally known or available publicly known, other than as a direct or indirect result of the breach of this Agreement by Executive, (ii) is independently made available to Executive in good faith by a disclosure by third party who has not violated a confidential relationship with the Executive Company, or (yiii) is required to be disclosed by law or becomes known or available legal process. Notwithstanding the previous sentence, prior to disclosure of Confidential Information pursuant to clause (iii) thereof, Executive shall give the Executive on a nonconfidential basis from a source (other than Company prompt notice of the legal requirement for disclosure so that the Company may seek an appropriate protective order and at the Company) that’s request and expense, Executive shall cooperate with the Company in seeking such an order. If Executive is nonetheless compelled to disclose Confidential Information as permitted by such clause (iii), Executive shall disclose only that portion of the Executive’s knowledgeConfidential Information as Executive is legally compelled to disclose and, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to at the Company’s request and expense, shall use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Executive acknowledges that the obligations imposed by this Section 5 are in addition to, and not in place of, any obligations imposed by applicable statutory or common law.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and acknowledges that, by reason of such employment with his duties, he will produce, be given, or may have access to, and become informed of, confidential or proprietary information which the Company possesses or to which the Company has rights, which relates to the Company, which is not generally known to the Executive may acquire Confidential Information concerning public or in the operation trade, and which is a competitive asset of the Company, or information which constitutes a "trade secret" of the use Company, ("Confidential Information"), including without limitation, (i) the Company's planning data, marketing strategies, business plans, expansion plans, products, business opportunity records, notebooks, data, formulas, specifications, trade secrets, customer lists, account lists, know-how, research and development programs, sales methods, inventions processes, and other confidential technical or business information; (ii) non-public terms of any new products and strategies of the Company; (iii) non-public information relating to the Company's personnel matters; (iv) the Company's financial results and information about their business condition; (v) non-public terms of any material contract of the Company; (vi) the Company's proprietary software and related documents; (vii) the Company's client and prospect lists and contact persons at such clients and prospects; and (viii) non-public material information concerning the Company's customers or their operations, condition (financial or otherwise) or plans. "Confidential Information" shall not include any information: (A) generally known to the public except as a result of disclosure of which would cause by Executive; (B) disclosed by the Company substantial loss without an obligation of confidentiality on the part of the recipient; or (C) required to be disclosed by law, rule, regulation or order without an obligation of confidentiality on the part of the recipient, provided that prior to making any disclosure under this clause (C), Executive shall provide the Company with notice and damages which could not be readily calculated the opportunity to contest such disclosure. Executive acknowledges that his employment creates a relationship of confidence and for which no remedy at law would be adequatetrust between himself and the Company with respect to Confidential Information, and that Confidential Information, whether compiled or created by him or by the Company, is and shall remain the sole property of the Company. Accordingly, the Executive agrees that the Executive will not (faithfully keep Confidential Information in strict confidence and shall not, either directly or indirectly) , at any time, whether during while an employee of the Company or after thereafter, make known, divulge, copy, reveal, furnish, make available, or use (except for use in the Executive’s employment hereunder, (iregular course of his duties for the Company) knowingly use for an improper personal benefit any Confidential Information that without the Executive may learn or has learned by reason written consent of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance Board of Directors of the Executive’s obligations Company. Executive further acknowledges that all records, files, business plans, documents, equipment and the like, or copies thereof, including copies on Company computers, relating to Company's business, or the Company hereunderbusiness of an affiliated Company, (B) as required by applicable lawwhich Executive shall prepare, (C) in connection with or use, or come into contact with, shall remain the enforcement sole property of the Executive’s rights under this AgreementCompany, (D) in connection with any disagreementor of an affiliated Company, dispute and shall not be removed from the Company's or litigation (pending or threatened) between the Executive and affiliated Company's premises without the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect and shall be promptly returned to the operation Company upon termination of employment with the Company and performance its affiliated Company. All equipment, software and other materials provided to the Executive by the Company will remain the property of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or must be made available to the Company at all times for servicing, security checks, or any other purpose and the Executive on a nonconfidential basis from a source (other than hereby agrees to turn such items over to the Company immediately upon request. Executive understands and acknowledges that his obligations under this Section 9 will survive termination of his employment, and will continue indefinitely unless and until any such Confidential Information has become, in the Company) that's reasonable judgment, stale, or, through no fault of Executive's, generally known to the public or until the Executive is required by operation of law (after providing the Company with notice and an opportunity to contest such requirement) to make such disclosure. The Executive’s knowledge's obligations under this Section 9 are in addition to, is and not prohibited from disclosing such information in limitation or preemption of, all other obligations of confidentiality which the Executive may have to the Executive by a legal, contractual, fiduciary Company under general or other obligation to the Companyspecific legal or equitable principles.

Confidential Information. (a) The Executive recognizes acknowledges that the services information, observations and data (including trade secrets) obtained by him or her while employed by, or associated with, the Company concerning the business or affairs of the Company and/or its subsidiaries or affiliates (collectively “Confidential Information”) are valuable, special and unique assets of the Company. Confidential Information will be interpreted as broadly as possible to be performed include all confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the Company’s and its subsidiaries’ and affiliates’ current or potential businesses. Confidential Information includes, without specific limitation, the confidential information, observations and data obtained by the Executive hereunder are specialduring the course of his or her employment concerning the business and affairs of the Company and its affiliates and information concerning acquisition opportunities in or reasonably related to the Company’s and its affiliates businesses or industries of which the Executive becomes aware during the Employment Period. Therefore, uniquethe Executive agrees that he or she shall not, and extraordinary and that, by reason of such during his or her employment with the Company, or during the Executive may acquire Restricted Period, disclose to any unauthorized person or use for any person’s account (other than the Company’s account) such Confidential Information concerning the operation of without the Company’s prior written consent, unless and to the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees extent that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly becomes known to and available for use for an improper personal benefit any Confidential Information that by the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act; (yii) is was or becomes known or available to the Executive on a nonconfidential non-confidential basis from a source (other than the Company) third party, that, to the Executive’s knowledge, was not and is not in violation of any obligation of confidentiality owed to the Company or otherwise prohibited from disclosing such transmitting the information to the Executive by a legal, contractual, legal or fiduciary duty, (iii) was known by the Executive prior to employment with the Company, or other obligation (iv) is required to be disclosed pursuant to any applicable law or court order (provided that the Executive shall give prompt advance written notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment). Nothing in this Section 8(a) is intended to prevent the Executive from using or disclosing Confidential Information in the performance of the Executive’s duties on behalf of the Company. The Executive agrees to deliver to the Company at the termination of the Employment Period, or at any time the Company may reasonably request in writing within twelve (12) months from the Termination Date, all memoranda, notes, plans, records, reports, studies and other documents, whether in paper or electronic form (and copies thereof), relating to the business of the Company (including, without limitation, all Confidential Information or Work Product (as defined below) that he or she may then possess or have under his or her control. The Executive agrees to give the Company reasonable access to and to allow the Company to inspect any computer or electronic device (including the right to copy Company information contained therein) that the Company reasonably believes contains Confidential Information, regardless of whether such computer or device is owned by the Company. However, the Executive may require that any access or inspection by the Company with respect to a computer or electronic device that is not owned by the Company be performed by a mutually agreed to independent third party who agrees in writing, in a form reasonably acceptable to the Company and the Executive, to not disclose (whether to the Company or otherwise) or use any confidential information of the Executive.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) Other than in the performance of the Executive’s obligations to the Company his/her duties hereunder, during the Restrictive Period (Bas defined below) as required by applicable lawand thereafter, (C) Executive shall keep secret and retain in connection with the enforcement of the Executive’s rights under this Agreementstrictest confidence, (D) in connection with any disagreementand shall not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board Company, furnish, make available or disclose to any third party or use for the benefit of Directorshimself or any third party, any Confidential Information. As used hereinin this Agreement, “Confidential Information” includes shall mean any information with respect relating to the operation and performance business or affairs of the CompanyCompany or any of its Subsidiaries or Affiliates or the Business, its investmentsincluding but not limited to any technical or non-technical data, portfolio companiesformulae, productscompilations, servicesprograms, facilitiesdevices, product methods, research and developmenttechniques, trade secrets and other intellectual propertydesigns, systems, patents and patent applicationsprocesses, procedures, improvements, models, manuals, confidential reportsfinancial data, product price lists, customer lists, financial acquisition strategies and information, business plansinformation relating to operating procedures and marketing strategies, prospects and any other proprietary information used by the Company or opportunities (includingany of its Subsidiaries or Affiliates in connection with the Business, as applicable, all irrespective of the foregoing information regarding the Company’s past, current and prospective portfolio companies)its form; provided, however, that such term, Confidential Information shall not include any information that (x) which is or becomes generally known or available other than as a result of a disclosure by in the Executive or (y) is public domain or becomes known or available in the industry, in each case through no wrongful act on the part of Executive. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company and its Subsidiaries and Affiliates. Executive on a nonconfidential basis from a source (other than will immediately notify the Company) thatCompany of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which Executive becomes aware and of all details thereof. Executive shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, computers, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Inventions and Discoveries (as defined below) or the business of the Company or any of its Subsidiaries or Affiliates which Executive may then possess or have under his/her control. Nothing in this Agreement limits, restricts or in any other way affects Executive’s knowledgecommunicating with any governmental agency or entity, is not prohibited from disclosing such information or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity, or requires Executive by to provide notice to the Company of the same. Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a legaltrade secret (1) in confidence to a federal, contractualstate, fiduciary or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspended violation of law, or (2) in a compliant or other obligation to the Companydocument filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, Executive may be held liable if Executive unlawfully accesses trade secrets by unauthorized means.

Confidential Information. (a) The Executive Director recognizes and acknowledges that the services Director will have access to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning (as defined below) relating to the operation business or interests of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) of persons with whom the Company may have business relationships. Except as permitted herein, the Director will not during the Term of this Agreement, or at any time following termination of this Agreement, disclose any such Confidential Information or permit to be known to any Person other person or entity (except (A) as required by applicable law or in connection with the performance of the Executive’s obligations Director's duties and responsibilities hereunder), or use for the Director's own improper benefit or gain, any Confidential Information of the Company. The term "Confidential Information" includes, without limitation, information relating to the Company's business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, employee lists, employment agreements, personnel policies, the substance of agreements with customers, commercial contracts, suppliers and others, marketing arrangements, and customer lists and information relating to business operations and strategic plans of third parties with which the Company hereunderhas or may be assessing commercial arrangements, (B) as required by applicable law, (C) in connection with any of which information is not generally known to the enforcement public or to actual or potential competitors of the Executive’s rights under Company (other than through a breach of this Agreement). Therefore, (D) in connection with any disagreementthe Director will not, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Company's Board of Directors. As used herein, “disclose such Confidential Information” includes information with respect to Information or use the operation and performance of the Companysame, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result in the course of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation Director's services to the Company, the Director may disclose such Confidential Information as the Director deems necessary to carry out the Director's duties to the Company. This obligation shall continue until such Confidential Information becomes publicly available, other than pursuant to a breach of this Section 4 by the Director, regardless of whether the Director continues to be employed by the Company. It is further agreed and understood by and between the parties to this Agreement that all information and records relating to the Company, as hereinabove described, shall be the exclusive property of the Company and, upon termination of the Director's employment with the Company, all documents, records, reports, writings and other similar documents containing Confidential Information, including copies thereof, then in the Director's possession or control shall be returned to and left with the Company.

Confidential Information. During the employment or service period and thereafter, Grantee will not disclose any Proprietary Information (aas defined below) The Executive recognizes that or use any Proprietary Information in any manner adverse to the services to be performed by the Executive hereunder are specialbest interests of Company. All information, uniquedata, documents, agreements, files, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use other materials that have been or disclosure of which would cause the Company substantial loss and damages which could not will be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (furnished directly or indirectly) at indirectly by Company or any timeof its representatives to Grantee, including, without limitation, trade secrets, software programs, intellectual property, data files, source code, computer chips, system designs and product designs, whether during or not marked as confidential, whether furnished prior to, on or after the Executive’s employment hereunderGrant Date, whether oral, written or electronic, and regardless of the manner in which it was or is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by Company or any of its representatives that contain, reference, reflect or are based upon, in whole or in part, any information, documents, agreements, files, and other materials so furnished to Grantee is referred to herein as “Proprietary Information”. Proprietary Information does not include, however, information that (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn was, is or has learned by reason of the Executive’s employment with the becomes available to Grantee on a non-confidential basis from a source other than Company or any of its representatives; provided that such other source is not known by Grantee, after reasonable inquiry, to be bound by a confidentiality obligation to Company; (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunderwas, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally available to or known or available by the public (other than as a result of a disclosure breach by Grantee of this Agreement); (iii) was previously in the Executive or (y) possession of Grantee; provided that such information is or becomes not known or available to the Executive on a nonconfidential basis from a source (other than the Company) thatby Grantee, after reasonable inquiry, to the Executive’s knowledge, is not prohibited from disclosing such information be subject to the Executive by a legal, contractual, fiduciary another confidentiality agreement or other obligation of secrecy to Company; or (iv) was independently developed by Grantee without use of the Proprietary Information and without violating any of his obligations under this Agreement or previously as a member of the Board. To the extent that any Proprietary Information may include materials subject to the Companyattorney client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Grantee agrees that the parties have a commonality of interest with respect to such matters, and it is the mutual desire, intention and understanding of the parties that the sharing of such materials was or is not intended to, and shall not, waive or diminish in any way the confidentiality of such materials or their continued protection under the attorney client privilege, work product doctrine or other applicable privilege. Accordingly, and in furtherance of the foregoing, the parties agree not to claim or contend that either party hereto has waived any attorney client privilege, work product doctrine or any other similar and applicable privilege by providing information pursuant to this Agreement.

Confidential Information. (a) The Executive recognizes acknowledges and agrees that the services to be performed customers, business connections, customer lists, procedures, operations, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by the Executive hereunder are special, unique, and extraordinary and that, by reason virtue of such his employment with the Company, he has had access to and will have access to and has been entrusted with and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive may acquire Confidential Information concerning the operation of would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive during Executive’s employment and at all times thereafter, he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disclose or cause to be used or disclosed any Confidential Information Information, unless and to the extent (a) that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Executive’s acts or omissions, (b) that any such information is authorized to be disclosed in writing by the Board of Directors or compelled by legal process (provided that Executive provides the Company with advance notice adequate to afford the Company reasonable opportunity to limit or prevent such disclosure), or (yc) use or disclosure is to an employee of the Company or becomes known a person to whom disclosure is reasonably necessary or available appropriate in connection with the performance by Executive of his duties as an employee or director of the Company. Executive shall deliver to the Company at the termination of Executive’s employment, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or Work Product (as defined below) which he may then possess or have under his control, provided that Executive on a nonconfidential basis from a source shall be entitled to retain his telephone, address and other contact directories subject to compliance with Section 6.01, Section 6.02, and Section 6.03. Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (other than whether or not patentable) that relate to the Company’s actual or anticipated business and that are conceived, developed or made by Executive while employed by the Company and during work hours or by the use of the facilities or Confidential Information of the Company (“Work Product”) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation belong to the Company.

Confidential Information. (a) The Executive recognizes that At all times during the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason term of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection Employer shall provide Employee with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. access to “Confidential Information.” As used hereinin this Agreement, the term “Confidential Information” includes means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information with respect relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; and (f) other confidential information of Employer that is not generally known to the operation public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and performance related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the Companygeneral knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Confidential Information shall not include any information that (xi) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is or not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known or available in the industry other than as a result of a its disclosure by the Executive Employee, or (yiv) is has been independently developed by Employee and may be disclosed by Employee without breach of this Agreement, provided, in each case, that Employee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Employee agrees that, except as required in the performance of Employee’s duties as an employee of Employer, Employee will not at any time (without the consent of the Board, which consent may be granted or becomes known withheld in the sole discretion of the Board), whether during or available subsequent to the Executive on term of Employee’s employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. In the event that Employee is requested or ordered to disclose any Confidential Information, whether in a nonconfidential basis from legal or a source (regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or other than the Company) thatappropriate protective device or procedure in order to assure, to the Executive’s knowledgeextent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by law, Employee shall disclose only that portion of the Confidential Information that Employee is not prohibited from disclosing such information ordered to disclose in a legally binding subpoena, demand or similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in any media (including electronic or video) containing Confidential Information or relating to the Executive by a legalbusiness of Employer, contractualwhich Employee shall prepare, fiduciary use, construct, observe, possess, or other obligation control shall be and remain Employer’s sole property (collectively “Employer Property”). Upon termination or expiration of this Agreement, or earlier upon Employer’s request, Employee shall promptly deliver to the CompanyEmployer all Employer Property, retaining none.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by the Company, and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not prohibited from disclosing such information to obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a legalprevious disclosure by the Executive not permitted by this Agreement. By this Agreement, contractualthe Company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, fiduciary the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or other obligation to entity, client and customer goodwill or Confidential Information that was previously received or developed by the Executive while working for the Company, Ashford Inc. or any entity advised by the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges and agrees that the services to be performed by the Executive hereunder are specialcustomers, uniquebusiness connections, customer lists, procedures, operations, techniques, and extraordinary other aspects of and that, information about the business of the Parent and its Subsidiaries (the "Confidential Information") are established at great expense and protected as confidential information and provide the Parent and its Subsidiaries with a substantial competitive advantage in conducting their business. The Employee further acknowledges and agrees that by reason virtue of such his past employment with the Company, the Executive may acquire Confidential Information concerning the operation and by virtue of his employment with the Company, the use or disclosure of which would cause he has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company substantial would suffer great loss and damages which could injury if the Employee would disclose this information or use in a manner not be readily calculated specifically authorized by the Company. Therefore, the Employee agrees that during the Employment Period and for which no remedy at law would be adequate. Accordinglyfive (5) years thereafter, the Executive agrees that the Executive he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disclose or cause to be used or disclosed any Confidential Information Information, unless and to the extent that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes become generally known or to and available for use by the public other than as a result of a disclosure the Employee's acts or omissions. The Employee shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Parent or any of its Subsidiaries which he may then possess or have under his control. The Employee acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Parent's or any of its Subsidiaries' actual or anticipated business research and development or existing or future products or services and which are conceived, developed or made by the Executive or Employee while employed by the Parent and its Subsidiaries (y"Work Product") is or becomes known or available belong to the Executive on a nonconfidential basis from a source (other than Parent or such Subsidiary, as the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companycase may be.

Confidential Information. (a) The Executive recognizes acknowledges that the services to be performed information, observations and data obtained by the Executive hereunder are special, unique, and extraordinary and that, him while employed by reason of such employment with the CompanyHolding, the Executive may acquire Confidential Information Company or any other member of the Company Group (whether prior to or during the Employment Period) concerning the operation business or affairs of any member of the CompanyCompany Group ("Confidential Information") are the property of Holding, the use Company or disclosure such other member of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateGroup. AccordinglyTherefore, the Executive agrees that the Executive will he shall not (directly disclose to any unauthorized Person or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit his own account any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board of Directors. As used hereinHolding, “Confidential Information” includes information with respect unless and to the operation and performance of extent that the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes aforementioned matters become generally known or to and available for use by the public other than as a result of a Executive's acts or omissions to act. Executive shall deliver to Holding at the termination of Executive's employment, or at any other time Holding may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) and the business of the Company Group which he may then possess or have under his control. Executive acknowledges that (a) the Confidential Information is commercially and competitively valuable to the Company Group; (b) the unauthorized use or disclosure by of the Confidential Information would cause irreparable harm to the Company Group; (c) Holding and the Company have taken and are taking all reasonable measures to protect their legitimate interest in the Confidential Information, including, without limitation, affirmative action to safeguard the confidentiality of such Confidential Information; (d) the restrictions on the activities in which Executive may engage set forth in this Agreement, and the periods of time for which such restrictions apply, are reasonably necessary in order to protect the Company Group's legitimate interests in its Confidential Information; and (e) nothing herein shall prohibit Holding or (y) is the Company from pursuing any remedies, whether in law or becomes known or equity, available to Holding or the Executive on a nonconfidential basis Company for breach or threatened breach of this Agreement, including the recovery of damages from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes that the services You have had and will continue to be performed by the Executive hereunder are special, unique, have access to and extraordinary and that, by reason of such employment familiarity with the Company, the Executive may acquire Confidential Information concerning the operation confidential and proprietary information of the Company. You agree that all Confidential Information, whether or not in writing, concerning the Company is and shall be the exclusive property of the Company. For purposes of this paragraph, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, term “Confidential Information” includes means information with respect that is not generally known and that is proprietary to the operation Company or that has been made available to the Company in a manner reasonably understood to require confidential treatment, including, without limitation, trade secret information about the Company and performance its products; information relating to the business of the Company or anticipated to be conducted by the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all ; any of the foregoing information regarding the Company’s past, current or anticipated products; information about the Company’s research, development, manufacturing, purchasing, accounting, engineering, marketing, selling, leasing, servicing, discoveries, improvements, inventions, designs, graphs, drawings, methods, techniques, plans, strategies, customer lists, licensee lists, marketing plans, pricing and prospective portfolio companies)other policies, forecasts, budgets, customer information, financial data, personnel data; providedand any other material relating to Confidential Information, however, that such term, shall not include any however documented. All information that you have a reasonable basis to consider Confidential Information or that is treated by the Company as being Confidential Information shall be presumed to be Confidential Information, without regard to the manner in which you obtain access to such information. During the time you are employed with the Company and for a period of ten (x10) is years following the date your employment with the Company ends for any reason (except with respect to trade secrets, which you agree to keep confidential for so long as such information remains a trade secret), and except (i) in the ordinary course of performing your employment duties for the Company, (ii) as expressly authorized in writing by the Board, or becomes generally known (iii) as compelled to disclose Confidential Information by judicial or available governmental authority, you agree not to disclose any Confidential Information to persons or entities outside the Company, or to use any Confidential Information for any other than as a result purpose, either during or after your employment, unless and until such Confidential Information has become public knowledge without fault by you. You also agree to deliver all written, electronic, magnetic, computer or other recorded or tangible material and copies thereof containing Confidential Information to the Company upon the earlier of a disclosure request by the Executive Company or (y) is the date your employment with the Company ends. You further agree to treat all confidential information and know-how of any affiliate, employee, customer, contractor, vendor, or becomes known or available to the Executive on a nonconfidential basis from a source (other than supplier of the Company) that, to as applicable, in the Executive’s knowledge, is not prohibited from disclosing such information to same manner as the Executive by a legal, contractual, fiduciary or other obligation to the CompanyConfidential Information.

Confidential Information. (a) The Service Provider and the Executive recognizes recognize that the services Client's business and continued success depend upon the use and protection of confidential and proprietary business information, including, without limitation, the information and technology developed by or available through licenses to be performed by the Client related to its decision support and expert systems, to which the Service Provider and the Executive hereunder are special, unique, and extraordinary and that, by reason have access (all such information being "Confidential Information"). For purposes of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “phrase "Confidential Information” " includes for the Client and its current or future subsidiaries and affiliates, without limitation, and whether or not specifically designated as confidential or proprietary: all business plans and marketing strategies; information with respect concerning existing and prospective markets and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to the operation and performance of the Companysoftware programs, its investmentsdesigns, portfolio companiesspecifications, productscompilations, servicesinventions, facilitiesimprovements, product methods, research processes, procedures and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)techniques; provided, however, that such term, shall the phrase does not include any information that (xa) was, or at any time becomes, available in the public domain other than through a violation of this Agreement; or (b) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available furnished to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to Service Provider or the Executive by a legal, contractual, fiduciary or other third party not under an obligation of confidentiality to the CompanyClient. The Service Provider and the Executive agree that during the Service Provider's tenure and after termination of the tenure irrespective of cause, the Service Provider and the Executive will use Confidential Information only for the benefit of the Client and will not directly or indirectly use or divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by the Client. The Service Provider's and the Executive's obligation under this Agreement is in addition to any obligations the Service Provider and the Executive have under applicable law. The Service Provider and the Executive agree to deliver to the Client immediately upon termination of Executive's tenure with the Service Provider or the Client, or at any time the Client so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to the Service Provider and the Executive, and any other documents or items of a confidential belonging to the Client), together with all copies of such material in the Service Provider's and the Executive's possession or control. The Service Provider and the Executive agree that in the course of their contractual relationship with the Client, neither the Service Provider nor the Executive will violate in any way the rights that any entity has with regard to trade secrets or proprietary or confidential information. The Service Provider's and the Executive's obligations under this Section 8 are indefinite in term and shall survive the termination of this Agreement.

Confidential Information. (a) The Executive recognizes that the services Corporation owns and has developed and compiled, and will own, develop and compile, certain proprietary techniques and confidential information as described below which have great value to be performed its business (referred to in this Agreement, collectively, as “Confidential Information”). Confidential Information includes not only information disclosed by the Corporation and/or its affiliates and licensees to Executive, but also information developed or learned by Executive hereunder are specialduring the course of, uniqueor as a result of, employment hereunder, which information Executive acknowledges is and shall be the sole and exclusive property of the Corporation. Confidential Information includes all proprietary information that has or could have commercial value or other utility in the business in which the Corporation is engaged or contemplates engaging, and extraordinary and that, by reason of such employment with all proprietary information the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or unauthorized disclosure of which would cause could be detrimental to the Company substantial loss and damages which could interests of the Corporation. Whether or not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any such information is specifically labeled as Confidential Information that by the Executive may learn or has learned by reason Corporation is not determinative. By way of the Executive’s employment with the Company or (ii) disclose any such example and without limitation, Confidential Information to includes any Person except and all information developed, obtained or owned by the Corporation and/or its affiliates and licensees concerning trade secrets, techniques, know-how (A) in the performance of the Executive’s obligations to the Company hereunderincluding designs, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applicationsplans, procedures, manualsprocesses and research records), confidential software, computer programs, innovations, discoveries, improvements, research, development, test results, reports, product price listsspecifications, customer listsdata, financial informationformats, marketing data and plans, business plans, prospects or opportunities (includingstrategies, as applicableforecasts, all unpublished financial information, orders, agreements and other forms of documents, price and cost information, merchandising opportunities, expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor identities, characteristics and agreements, and salary, staffing and employment information. Notwithstanding the foregoing information regarding the Company’s pastforegoing, current and prospective portfolio companies); provided, however, that such term, Confidential Information shall not in any event include any (A) Executive’s personal knowledge and know-how relating to merchandising and business techniques which Executive has developed over his career in the apparel business and of which Executive was aware prior to his employment, or (B) information that which (xi) is was generally known or generally available to the public prior to its disclosure to Executive; (ii) becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or generally available to the public subsequent to disclosure to Executive on through no wrongful act of any person or (iii) which Executive is required to disclose by applicable law or regulation (provided that Executive provides the Corporation with prior notice of the contemplated disclosure and reasonably cooperates with the Corporation at the Corporation’s expense in seeking a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary protective order or other obligation to the Companyappropriate protection of such information).

Confidential Information. (a) The Executive recognizes Employee acknowledges that the services to be performed by the Executive hereunder are special, unique(i) during employment by, and extraordinary and thatas a result of the Employee’s relationship with, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning Employee will obtain knowledge of and gain access to information regarding the operation business, operations, products, proposed products, production methods, processes, customer lists, advertising, marketing and promotional plans and materials, price lists, pricing policies, financial information and other trade secrets of the Company, other confidential information of, and material proprietary to, the use Company or designated as being confidential by the Company which is not generally known to persons outside of the Company, including information and material originated, discovered or developed in whole or in part by the Employee (collectively referred to herein as “Confidential Information”), (ii) the direct and indirect disclosure of which would cause any such Confidential Information to existing or potential competitors of the Company substantial loss would place the Company at a competitive disadvantage and damages which could not be readily calculated would do damage, monetary or otherwise, to the business of the Company; and for which no remedy at law would be adequate(iii) the engaging by the Employee in any of the activities prohibited by this Section 1 may constitute improper appropriation and/or use of such information and trade secrets. The Employee expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of one or more members of the Company. Accordingly, the Executive Employee agrees that during the Executive Period of Employment with the Company (or any member thereof) and, to the fullest extent permitted by law, thereafter, the Employee will, in a fiduciary capacity for the benefit of the Company, hold all Confidential Information strictly in confidence and will not (directly or indirectly) at indirectly reveal, report, disclose, publish or transfer any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any of such Confidential Information that the Executive may learn to any person, firm or has learned by reason other entity, or utilize any of the ExecutiveConfidential Information for any purpose, except in furtherance of the Employee’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and member of the Company or (E) with the prior written consent of the Board of Directorsas may be required by law. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.EXECUTION COPY

Confidential Information. A. Executive will not at any time (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such whether during or after Executive's employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use ) retain or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit the benefit, purposes or account of Executive or any Confidential Information that the Executive may learn other Person or has learned by reason of the Executive’s employment with the Company disclose, divulge, reveal, communicate, share, transfer or (ii) disclose any such Confidential Information provide access to any Person except (A) in the performance of the Executive’s obligations to outside the Company hereunder, (B) other than its professional advisers who are bound by confidentiality obligations or as otherwise required by applicable law, (C) in connection with the enforcement proper performance of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance his duties on behalf of the Company), its investmentsany non-public, portfolio companiesproprietary or confidential information -- including without limitation trade secrets, know-how, research and development, strategies, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, profits, pricing, costs, products, services, facilitiesvendors, product methodscustomers, research and developmentclients, trade secrets and other intellectual propertypartners, systemspersonnel, patents and patent applicationscompensation, proceduresrecruiting, manualstraining, confidential reportsadvertising, product price listssales, customer listsmarketing, financial information, business plans, prospects or opportunities (including, as applicable, all of promotions -- concerning the foregoing information regarding the Company’s past, current or future business, activities and prospective portfolio companies); provided, however, operations of the Company and/or any third party that such term, has disclosed or provided any of same to the Company on a confidential basis ("Confidential Information") without the prior written authorization of the Board. B. "Confidential Information" shall not include any information that is: (xa) is or becomes generally known to the industry or available the public other than as a result of a disclosure Executive's breach of this covenant or any breach of other confidentiality obligations by the Executive or third parties; (yb) is or becomes known or made legitimately available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legalthird party without breach of any confidentiality obligation; or (c) required by law or legal process to be disclosed; provided that Executive shall give prompt -------- written notice to the Company of such requirement, contractualdisclose no more information than is so required, fiduciary and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment at the Company's sole expense. C. Except as required by law, Executive will not disclose to anyone, other obligation than Executive's immediate family and legal and other professional advisors, or as he may be compelled by law or legal process, the contents of this Agreement; provided that Executive may disclose to any prospective future employer the -------- provisions of Paragraphs 10, 11 and 12 of this Agreement provided they agree to ---- maintain the confidentiality of such terms, and may disclose the contents of this Agreement in order to enforce its terms. D. Upon termination of Executive's employment with the Company for any reason, Executive shall cease and not thereafter commence use of any Confidential Information owned or used by the Company, and upon notification from the Company shall destroy, delete, or return to the Company, at the Company's option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Executive's possession or control (including any of the foregoing stored or located in Executive's office, home, laptop or other computer, whether or not Company property) that contain Confidential Information or is otherwise the property of the Company, except that Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information. The provisions of this Paragraph 12 shall survive the termination of Executive's employment with the Company for any reason. 13.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of the Company and its Subsidiaries and affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed by developed in the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire future will be referred to in this Agreement as “Confidential Information.” Confidential Information concerning the operation will be interpreted as broadly as possible to include all information of the Company, the use any sort (whether merely remembered or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees embodied in a tangible or intangible form) that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, is (i) knowingly use for an improper personal benefit any Confidential Information that related to the Executive may learn Company’s or has learned by reason of the Executive’s employment with its Subsidiaries’ or affiliates’ current or potential business or is disclosed to the Company or its Subsidiaries by any third party pursuant to a confidentiality agreement and (ii) disclose any such is not generally or publicly known. Confidential Information to any Person except (A) in includes, without specific limitation, information, observations and data obtained by Executive during the course of Executive’s performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights services under this Agreement, (D) information concerning acquisition opportunities in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect reasonably related to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s pastor its Subsidiaries’ or affiliates’ business or industry of which Executive becomes aware during the Employment Period, current the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive’s course of performance of services under this Agreement, as well as development, transition and prospective portfolio companies)transformation plans, methodologies and methods of doing business, strategic marketing, product development and business expansion plans, including plans regarding planned and potential sales and financial projections, employee lists and telephone numbers, locations of sales representatives, product designs and specifications, including any future or proposed products, manufacturing techniques and information, integration processes and financial information and forecasts; provided, however, that such term, shall Confidential Information does not include any information that that: (xa) is or becomes generally known or available to the public other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information breach of this Agreement; (b) was in Executive’s possession prior to the Executive by a legal, contractual, fiduciary or disclosure without any other obligation to maintain its confidentiality; or (c) was or is independently developed by Executive without using or referencing any Confidential Information. Therefore, Executive agrees that Executive shall not at any time, directly or indirectly, (i) disclose or permit the Companydisclosure of any Confidential Information to any person or firm other than Company (or its Subsidiaries) or any person or firm to which such disclosure would be protected by a confidentiality agreement with the Company (or its Subsidiaries), or (ii) use or permit the use of any Confidential Information except in the ordinary course of performance of Executive’s duties. Executive agrees to deliver to the Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents relating to the business of the Company or its Subsidiaries or affiliates (including, without limitation, all Confidential Information), whether on paper or in any other form or medium, and all copies thereof that Executive may then possess or have under Executive’s control.

Confidential Information. The Company has and will develop, compile, and own certain proprietary techniques and confidential information which have great value in its business (a) said techniques and information being hereinafter referred to, collectively, as "Confidential Information"). The Executive recognizes that Company has and also will have access to Confidential Information of its Clients. ("Clients" shall mean any persons or entities for whom the Company performs services to be performed or furnishes goods, or from whom the Company or Employee obtains information). Confidential Information includes not only information disclosed by the Executive hereunder are specialCompany or its Clients to Employee in the course of his or her employment, unique, and extraordinary and that, but also information developed or learned by reason Employee during the course of such his or her employment with the Company, the Executive may acquire such as Innovations (as defined in Section 4.01 below). Confidential Information concerning is to be broadly defined. Confidential Information includes all information that has or could have commercial value or other utility in the operation business in which the Company or Clients are engaged or contemplate engaging. Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company or Clients, whether or not such information is identified as Confidential Information by the Company or Clients. By example and without limitation, Confidential Information includes all technical and non-technical information including copyright, trade secret and proprietary information, pricing strategies and models, know-how, processes, algorithms, software programs, software source documents, and formulas related to the current, future or proposed products and services of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyincludes, without limitation, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes Company's information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer listsconcerning pricing strategies, financial information, procurement and purchasing requirements, business plansforecasts, prospects or opportunities (includingand sales and marketing plans and information. Notwithstanding the foregoing, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Confidential Information shall not include expressly exclude any information that (xi) is or becomes generally known or available other than as a result was in the public domain at the time it was communicated to the Employee; (ii) entered into the public domain subsequent to the time it was communicated to the Employee through no fault of a disclosure the Employee; (iii) was in the Employee's possession free of any obligation of confidence at the time it was communicated to the Employee; (iv) was developed by Employee independently of and without reference to any information communicated to the Employee by the Executive Company; or (yv) is disclosure was required by any governmental body, was otherwise required by law, or becomes known or available was necessary to establish the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyrights of either party under this Agreement.

Confidential Information. (a) The Executive recognizes understands and ------------------------ acknowledges that he has been informed that it is the services policy of the Company to be performed maintain as secret and confidential all non-public information relating to (i) the financial condition, businesses and interests of the Company; (ii) the systems, know-how (means all factual knowledge and information which gives to the one acquiring it an ability to produce and market something which one otherwise would not have known how to produce and market with the same accuracy or precision necessary for commercial success), products, services, costs, inventions, patents, patent applications, formulae, research and development procedures, notes and results, computer software programs (including but not limited to object codes and source codes), planning and development of business and services, and/or programs, methods, methodologies, manuals, lists, manner and method of operations, and other trade secrets heretofore or hereafter acquired, sold, developed and/or used by the Company; (iii) data, plans and projections regarding the locations, development and expansion of existing and proposed facilities, market surveys, studies and analyses; (iv) information concerning the administrative and accounting procedures and policies; (v) medical, patient and personal records, existing and prospective patient lists, names and addresses; (vi) statistical, financial cost and accounting data; and (vii) all such similar sensitive Company information, including those items referred to in Section 7.2 (all such information being hereinafter collectively referred to as "Confidential Information"); and the Executive hereunder are specialfurther acknowledges that such Confidential Information is of great value to the Company and, unique, in and extraordinary and that, by reason and as a result of such the Executive's employment with by the Company, the Executive may acquire will be making use of, acquiring and/or adding to such Confidential Information concerning Information. Therefore, the operation of Executive understands that it is reasonably necessary to protect the Company's trade secrets, the use or disclosure of which would cause the Company substantial loss good will and damages which could not be readily calculated business interests, and for which no remedy at law would be adequate. Accordingly, the Executive agrees that until the Confidential Information becomes publicly available (other than through a breach by the Executive will or by anyone else who has a legal obligation to maintain confidentiality), the Executive shall (a) hold and safeguard all Confidential Information in trust for the Company; (b) not (directly appropriate or indirectly) disclose or make available to any Third Party for use outside of the Company's organization at any time, whether either during the Term or after subsequent to the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason termination of the Executive’s employment with the Company for any reason, any Confidential Information, whether or (ii) disclose any such Confidential Information to any Person not developed by the Executive, except (A) as required in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation 's duties to the Company; (c) keep in strictest confidence any and all Confidential Information; (d) not disclose or divulge, or allow to be disclosed or divulged by any Person within the Executive's control, to any Third Party, or use, directly or indirectly, for the Executive's own benefit or the benefit of any Third Party, any Confidential Information; and (e) for the consideration as set forth in Section 8.1 below, for the 12 month period after the termination of his employment for any reason (voluntarily or involuntarily), not become employed by or enter into service with any Third Party in which the Executive will be obligated to disclose or use any Confidential Information, or where such disclosure would be inevitable because of the nature of the position. Should the Executive be required by law to disclose any Confidential Information, the Executive, prior to any such disclosure, shall notify the Company in writing of such legal requirement for disclosure of Confidential Information in order to provide the Company with a reasonable period of time to obtain a protective order.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, covenants and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive he will not (directly or indirectly) at any time, whether time during or after the Executive’s employment hereunderPeriod of Employment, whether under this Agreement, or otherwise, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company Information, or (ii) disclose reveal, divulge or make known to any such person any Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company his duties hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s his rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between business opportunities that the Executive and Board determines the Company does not wish to pursue under Section 2.1(b) of this Agreement, or (E) with the prior written consent of the Board of DirectorsBoard. As used herein, “Confidential Information” includes information with respect to the operation Company’s and performance any of the Companyits subsidiaries’ properties, its investments, portfolio companies, products, services, facilities, product facilities and methods, research and developmentseismic data, well logs, trade secrets and other intellectual property, systems, patents patents, and patent applications, procedures, manuals, drilling reports, acreage positions, exploration prospects, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)opportunities; provided, however, that such term, shall term does not include any information that (x) is or becomes generally known or publicly available other than as a result of a disclosure by the Executive Executive, or (y) is or becomes known or available to the Executive on a nonconfidential non-confidential basis from a source (other than the CompanyCompany or any of its directors, officers, employees or agents) thatwhich, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyCompany or its subsidiaries. In the event of a breach or threatened breach by Executive of the provisions of this Section 6.1, the Company shall be entitled, in addition to any remedy hereunder or under any applicable law, to an injunction restraining Executive from disclosing or using, in whole or in part, any Confidential Information. The covenants contained in this Section 6.1 shall survive the termination or expiration of this Agreement.

Confidential Information. Executive acknowledges that: (ai) The the business of the Company and its subsidiaries and affiliates is intensely competitive and that Executive’s engagement by the Company requires that Executive recognizes that have access to and knowledge of confidential information of the Company and its subsidiaries and affiliates, including, but not limited to, the identity of customers, the identity of the representatives of customers with whom the Company and its subsidiaries and affiliates have dealt, the kinds of services provided by the Company and its subsidiaries and affiliates to customers and offered to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Companyfor potential customers, the Executive may acquire Confidential Information manner in which such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the operation creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets ‘ (the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any “Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or Information”); (ii) disclose any the direct and indirect disclosure of such Confidential Information to any Person except (A) in the performance existing or potential competitors of the Executive’s obligations Company and its subsidiaries and affiliates would place the Company and its subsidiaries and affiliates at a competitive disadvantage and would do damage, monetary or otherwise, to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement business of the Executive’s rights under this Agreement, Company and its subsidiaries and affiliates; and (Diii) the engaging by Executive in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board activities prohibited by this Section 8 may constitute improper appropriation and/or use of Directorssuch information and trade secrets. As used hereinNotwithstanding the foregoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Information shall not include any information that which (x) is or becomes generally known or available part of the public domain through a source other than as a result of a disclosure by the Executive or Executive, (y) is or becomes known or available to the Executive on a nonconfidential basis from a source independent of the Company and its subsidiaries and affiliates, or (other than z) constitutes general industry knowledge possessed by Executive by virtue of Executive’s employment with the Company) that. Executive expressly acknowledges the trade secret status of the Confidential Information and that the Confidential Information constitutes a protectable business interest of the Company and its subsidiaries and affiliates. Accordingly, to the Executive’s knowledge, is not prohibited from disclosing such information to the Company and Executive by a legal, contractual, fiduciary or other obligation to the Company.agree as follows:

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by Ashford Inc., and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work. The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor and business relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not prohibited from disclosing such information to obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a legalprevious disclosure by the Executive not permitted by this Agreement. By this Agreement, contractualthe Company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, fiduciary the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or other obligation to entity, Confidential Information that was previously received or developed by the Executive while working for the Company, Ashford Inc. or any entity advised by the Company.

Confidential Information. (a) The Executive recognizes and acknowledges that the services to be performed by continued success of the Company and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information and that the Executive hereunder are special, uniquewill have access to certain Confidential Information of the Company and its Affiliates and Persons with which the Company and its Affiliates do business, and extraordinary and that, by reason of that such employment with the Company, the Executive may acquire Confidential Information concerning the operation constitutes valuable, special and unique property of the Company, its Affiliates and such other Persons. “Confidential Information” will be interpreted to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the use Company’s or disclosure of which would cause its Affiliates’ (including their predecessors) current or potential business and (ii) not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by the Executive while employed by the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglyits Affiliates (or any of their predecessors) concerning the business or affairs of the Company or any of its Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s or its Affiliates’ business or industry, the identities of the current, former or prospective employees, suppliers and customers of the Company or its Affiliates, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment. The Executive agrees that he will use the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) only as required by applicable law, (C) necessary and only in connection with the enforcement performance of his duties hereunder. The Executive agrees that he will not disclose to any unauthorized Person or use for his own or any other purposes (except as described in the Executive’s rights under this Agreement, (Dimmediately preceding sentence) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with Confidential Information without the prior written consent of the Board of Directors. As used hereinBoard, “Confidential Information” includes information with respect unless and to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information extent that (xa) is or the Confidential Information becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledgeacts or omissions or (b) the Executive is ordered by a court of competent jurisdiction to disclose Confidential Information, is not prohibited from disclosing provided that in such information circumstance the Executive must (i) provide prompt written notice of such order to the Executive by a legal, contractual, fiduciary or other obligation Company and (ii) cooperate with the Company when revealing such Confidential Information to the Companysuch court.

Confidential Information. In consideration of the Company’s agreements hereunder, and in further consideration of the benefits accruing to the Executive hereunder, the Executive hereby agrees that he shall not, directly or indirectly, disclose or use at any time, either during or subsequent to the Employment Period, any trade secrets or other confidential information, whether patentable or not, of the Company, its parent, subsidiaries or its affiliates now or hereafter existing, including but not limited to, any (ai) The processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data and know-how; (ii) marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, product plans and pricing; (iii) personnel information, including organizational structure, salary, and qualifications of employees; (iv) customer and supplier information, including identities, product sales and purchase history or forecasts and agreements; and (v) any other information (collectively, “Confidential Information”), of which the Executive recognizes that is or becomes informed or aware during the services to be performed Employment Period, whether or not developed by the Executive, except (A) as may be reasonably required for the Executive hereunder are special, unique, and extraordinary and that, by reason of such to perform the Executive’s employment duties with the Company, (B) to the Executive may acquire Confidential Information concerning extent such information becomes generally available to the operation public through no wrongful act of the CompanyExecutive, the use (C) information which has been disclosed without restriction as a result of a subpoena or disclosure of which would cause other legal process, after the Company substantial loss and damages which could not be readily calculated and has had the opportunity to request a suitable protective order for which no remedy at law would be adequatesuch information, or (D) with the Company’s prior written authorization. Accordingly, This covenant shall survive the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after termination of the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the . The Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any agrees to execute such Confidential Information to any Person except (A) in the performance further agreements and/or confirmations of the Executive’s obligations to the Company hereunder, (B) concerning non-disclosure of Confidential Information as required by applicable law, (C) in connection with the enforcement Company may reasonably require from time to time. Upon termination of the Executive’s rights under this AgreementEmployment Period, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and shall promptly deliver to the Company or (E) with the prior written consent all physical and electronic copies and other embodiments of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes Consultant acknowledges that during the services term of this Agreement, he may be exposed to be performed by the Executive hereunder are special, unique, secret and extraordinary and that, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation confidential information of the CompanyCorporation and those of other companies with whom the Corporation does business on a confidential basis. While such information will normally be marked as confidential, Consultant realizes that all information about unreleased products and other non-public information about the use or Corporation is a valuable trade secret of the Corporation, disclosure of which would cause could severely damage the Company substantial loss economic interests of the Corporation. Confidential information shall also include the Corporation's proprietary products and damages which could drug-delivery techniques, reports, interpretations, forecasts, records, trade secrets, strategies, studies, data and know-how, techniques, marketing plans and opportunities, cost and pricing data, customer lists, developments, improvements, discoveries, technologies, processes, research, methods, procedures, designs, models, testing systems, assays, compounds, molecules, organisms, computer software and programs (including source code and related documentation), test, trial and/or experimental data and results, laboratory notebooks, drawings and technical information and materials. Consultant agrees not be readily calculated and for which no remedy at law would be adequate. Accordinglyto disclose such confidential information, either during the Executive agrees that the Executive will not (directly term of this Agreement or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in person not employed by the performance of the Executive’s obligations Corporation, or not engaged to render services to the Company hereunderCorporation, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) except with the prior written consent of the Board of DirectorsDirectors of the Corporation, or if such information is required to be disclosed because of subpoena or other requirement of law, until such time as the information becomes public knowledge through no fault of their own. As used hereinThe agreement made in this paragraph 4 shall be in addition to, “Confidential Information” includes and not in limitation or derogation of, any obligations otherwise imposed by law or by separate agreement upon Consultant in respect of confidential information of the Corporation. Consultant hereby acknowledges that the Corporation would be irreparably damaged if such information was disclosed to, or utilized on behalf of, others in competition in any respect with respect the Corporation or companies in which it invests, which damage cannot be adequately compensated for by an action at law. In the event of a breach or threatened breach by Consultant of the provisions hereof, Consultant agrees that the Corporation shall be entitled to an injunction restraining them from such breach. Consultant hereby waives any right to object to the operation and performance Corporation's efforts to obtain such an injunction. Nothing herein contained shall be construed as prohibiting the Corporation from pursing any other remedies available at law or in equity for any breach or threatened breach of this Agreement. Consultant hereby acknowledges that confidential, non-public information is "inside information" under the securities laws of the Company, its investments, portfolio companies, products, services, facilities, product methods, research United States and development, should not be provided to any person that may trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of in the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyCorporation's securities.

Confidential Information. (a) The Executive recognizes agrees that the services to be performed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment with the Company, the Executive may acquire all Confidential Information concerning shall be the operation sole property of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that he shall not during the Executive will not (directly Term nor thereafter, use for his benefit or indirectly) the benefit of others or disclose at any timetime Confidential Information or take with him upon termination of this Agreement any records, whether during papers, reports, lists, computer tapes or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disks or any other materials of any nature that contain any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of DirectorsInformation. As used herein, “Confidential Information” includes shall mean all information with respect other than General Knowledge (defined below) relating to the operation Company’s: (i) business or existing projects including all those in various stages of research and performance development including all unpublished plans for new products or services; (ii) financial information, internal business procedures and other information which relate to the way the Company conducts its business and which are not publicly available; (iii) data written by the Company’s employees or others, including source codes, object codes, marketing and development plans, budgets, forecasts, forecast assumptions and future plans and potential strategies of the Company which have been or are being discussed; (iv) unpublished pricing data; (v) identity, buying habits and practices of the Company, its investments, portfolio companiessuppliers and customers to the extent not publicly available; (vi) information regarding the skills or compensation of employees of the Company; (vii) the Intellectual Property of the Company and any information pertaining thereto; (viii) materials and information supplied by customers or clients to the Company that contain data regarding any research, products, services, facilities, product methods, research procedures or the like; and development, trade secrets and (ix) any other intellectual property, systems, patents and patent applications, procedures, manuals, information deemed confidential reports, product price lists, customer lists, financial information, business plans, prospects by the Company by marking such information with the word “Confidential” or opportunities (including, as applicable, all of similar word; by orally advising the foregoing Executive that the information regarding is confidential or by treating the information in such a manner that the Executive should reasonably believe it to be deemed confidential by the Company. “General Knowledge” shall mean (i) general skills or experience gained during Executive’s pastemployment with, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is consultation for or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than work for the Company; and (ii) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyand data publicly available.

Confidential Information. At all times during the term of this Agreement, Employer shall provide Employee with access to “Confidential Information.” As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of Employer; or (iii) the research and development of Employer. Without limiting the generality of the foregoing, Confidential Information includes: (a) the development and operation of Employer’s medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer’s business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The Executive recognizes parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer’s business and its goodwill. Employer acknowledges that the services Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the general knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee’s knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the industry other than as a result of its disclosure by Employee, or (iv) has been independently developed by Employee and may be performed disclosed by Employee without breach of this Agreement, provided, in each case, that Employee shall bear the Executive hereunder are specialburden of demonstrating that the information falls under one of the above-described exceptions. Pursuant to the Defend Trade Secrets Act of 2016, uniqueEmployee acknowledges that Employee shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and may use the trade secret information in the court proceeding, if Employee (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order. Additionally, notwithstanding anything herein to the contrary, nothing in this Agreement or any other agreement between Employer and Employee shall prevent Employee from filing a charge, sharing information and communicating in good faith, without prior notice to Employer, with any federal government agency having jurisdiction over Employer or its operations, and extraordinary and thatcooperating in any investigation by any such federal government agency. Unless disclosure is otherwise required by applicable law or stock exchange rules, by reason of such employment with the Company, the Executive may acquire Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive terms of this Agreement shall be deemed Confidential Information for purposes of this Section. Employee shall keep the terms of this Agreement strictly confidential and will not, without the prior written consent of Employer, disclose the details of this Agreement to any third party in any manner whatsoever in whole or in part, with the exception of Employee’s representatives (such as tax advisors and attorneys) who need to know such information. Employee agrees that Employee will not (directly or indirectly) at any time, whether during or after subsequent to the Executiveterm of Employee’s employment hereunderwith Employer, (i) knowingly in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use for an improper personal benefit or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section 8.4 resulting in material harm to MEDNAX or Employer is a material breach of this Agreement and shall constitute “Cause” for the Executive termination of Employee’s employment hereunder pursuant to Section 4.1 hereof. In the event that Employee is ordered to disclose any Confidential Information, whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may learn seek to prevent disclosure or, if that cannot be achieved, the entry of a protective order or has learned other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by reason law, Employee shall disclose only that portion of the Executive’s employment with the Company or (ii) disclose any such Confidential Information that Employee is ordered to disclose in a legally binding subpoena, demand or similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information, and all equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in any Person except media (Aincluding electronic or video) in the performance of the Executive’s obligations containing Confidential Information or relating to the Company hereunderbusiness of Employer, which Employee shall prepare, use, construct, observe, possess, or control shall be and remain Employer’s sole property (B) as required by applicable law, (C) in connection with the enforcement collectively “Employer Property”). Upon termination or expiration of the Executive’s rights under this Agreement, (D) in connection with any disagreementor earlier upon Employer’s request, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used hereinEmployee shall promptly deliver to Employer all Employer Property, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Companyretaining none.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, and extraordinary and acknowledges that, by reason of such employment with his duties, he will be given or may have access to and become informed of confidential or proprietary information which the CompanyCompanies possess or to which the Companies have rights, which relates to the Executive may acquire Confidential Information concerning Companies and which is not generally known to the operation public or in the trade and is a competitive asset of the CompanyCompanies, or information which constitutes a "trade secret" of the use or disclosure Companies, as that term is defined by the Uniform Trade Secrets Act, as amended and approved by the National Conference of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. AccordinglyCommissioners on Uniform State Laws in 1985 ("Confidential Information"), the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunderincluding without limitation, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or Companies' planning data and marketing strategies; (ii) disclose non-public terms of any such Confidential Information to any Person except (A) in the performance new products and investment strategies of the Executive’s obligations Companies; (iii) non-public information relating to the Company hereunderCompanies' personnel matters; (iv) the Companies' financial results and information about their business condition; (v) non-public terms of any investment, (B) as required by applicable law, (C) in connection with the enforcement management or advisory agreement or other material contract of the Executive’s rights under this AgreementCompanies; (vi) the Companies' proprietary software and related documents; (vii) the Companies' client and prospecting lists and contact persons at such clients and prospects; and (viii) non-public material information concerning the Companies' customers or their operations, condition (Dfinancial or otherwise) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directorsplans. As used herein, “"Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, " shall not include any information that (xA) is or becomes generally known or available other than to the public except as a result of a disclosure by Executive, (B) disclosed by the Company without an obligation of confidentiality on the part of the recipient or (C) required to be disclosed by law, rule, regulation or order without an obligation of confidentiality on the part of the recipient, provided that prior to making any disclosure under this clause (C), Executive shall provide the Company with notice and the opportunity to contest such disclosure. Executive acknowledges that his employment creates a relationship of confidence and trust between himself and the Companies with respect to Confidential Information and that Confidential Information, whether compiled or created by him or the Companies, is and shall remain the sole property of the Companies. Executive will faithfully keep Confidential Information in strict confidence and shall not, either directly or indirectly, at any time, while an employee of the Companies or thereafter, make known, divulge, reveal, furnish, make available, or use (except for use in the regular course of his duties for the Companies) any Confidential Information without the written consent of the Company. Executive understands and acknowledges that his obligations under this Section 7 will survive termination of his employment and will continue indefinitely unless and until any such Confidential Information has become, in the Company's reasonable judgment, stale, or, through no fault of Executive's, generally known to the public or he is required by law (after providing the Company with notice and an opportunity to contest such requirement) to make disclosure. The Executive's obligations under this Section 7(a) are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which the Executive or (y) is or becomes known or available may have to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary Companies under general or other obligation to the Companyspecific legal or equitable principles.

Confidential Information. The Consultant acknowledges that (a1) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, as a result of (i) Consultant’s engagement under this Agreement and extraordinary and that, by reason of such (ii) Consultant’s previous employment with the Company, the Executive may acquire Confidential Information concerning the operation as an officer of the Company, the use or disclosure Consultant has and will obtain knowledge of, and access to, proprietary and confidential information of the Company, its Affiliates and third parties in which would cause information was received by Consultant through a confidentiality agreement between the Company substantial loss and damages such third party, including, without limitation, inventions, discoveries, trade secrets, know-how, technical information, systems, processes, methods, designs, manufacturing practices, specifications, models, formulae, prototypes, samples, laboratory and clinical testing results, financial and marketing information, business plans, the identity of customers and suppliers, and the identity of products under development, (collectively, the “Confidential Information”), (2) such information, even though it may be contributed, developed or acquired by the Consultant, constitutes valuable, special and unique assets of the Company developed at significant expense which could are the exclusive property of the Company, (3) the restrictions on disclosure and use of Confidential Information set forth below are reasonable and necessary to protect the Company and its Affiliates and is not unreasonably restrictive of any personal rights, and (4) the Company would not enter into this Agreement without the assurance that all Confidential Information will be readily calculated and used for which no remedy at law would be adequatethe exclusive benefit of the Company. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) Consultant shall not, at any time, whether either during or after subsequent to the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except Term (A) use the Confidential Information, except in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights services under this Agreement, and (DB) in connection with disclose to any disagreementPerson, dispute or litigation (pending or threatened) between any of the Executive and the Company or (E) with Confidential Information without the prior written consent of the Board Company, except to responsible officers and employees of Directors. As used herein, “Confidential Information” includes the Company and its Affiliates and other responsible persons who are in a contractual or fiduciary relationship with the Company and who have a need for such information with respect to for purposes in the operation and performance best interests of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of ; provided that the foregoing information regarding the Company’s past, current restrictions on use and prospective portfolio companies); provided, however, that such term, disclosure shall not include apply to any Confidential Information which: (i) at the time of disclosure can be demonstrated to be already known to Consultant prior to Consultant’s previous employment with the Company or subsequent to his separation from the Company (unless such information that (x) is or becomes generally known or available other than was obtained by the Consultant in his duties as a result Company consultant) as evidenced by written documents in the Consultant’s possession, unless such Confidential Information is the subject of a another confidentiality agreement or provision with or other obligation of secrecy to the Company or another Person for which the Consultant or the Company is also bound; (ii) at the time of disclosure by the Executive or (y) subsequent thereto is or becomes known or generally available to the Executive on a nonconfidential basis from a source (public other than by an act or omission on the Companypart of Consultant; (iii) that, to the Executive’s knowledge, is acquired from or made available by a third Person that is not prohibited from disclosing such information to the Executive bound by a legal, contractual, fiduciary confidentiality agreement with or other obligation of secrecy to the CompanyCompany or another Person; or (iv) is required to be disclosed pursuant to an order of a court or governmental authority, provided that the Consultant gives the Company prompt written notice of any such requirement so that the Company may seek a protective order or other appropriate remedy and Consultant cooperates with the Company is obtaining such an order or other appropriate remedy.

Confidential Information. In consideration of the Company’s agreements hereunder, and in further consideration of the benefits accruing to the Executive hereunder, the Executive hereby agrees that he shall not, directly or indirectly, disclose or use at any time, either during or subsequent to the Employment Period, any trade secrets or other confidential information, whether patentable or not, of the Company, its subsidiaries or its affiliates now or hereafter existing, including but not limited to, any (ai) The processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, specifications, data and know-how; (ii) marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, product plans and pricing; (iii) personnel information, including organizational structure, salary, and qualifications of employees; (iv) customer and supplier information, including identities, product sales and purchase history or forecasts and agreements; and (v) any other information (collectively, “Confidential Information”), of which the Executive recognizes that is or becomes informed or aware during the services to be performed Employment Period, whether or not developed by the Executive, except (A) as may be reasonably required for the Executive hereunder are special, unique, and extraordinary and that, by reason of such to perform the Executive’s employment duties with the Company, (B) to the Executive may acquire Confidential Information concerning extent such information becomes generally available to the operation public through no wrongful act of the CompanyExecutive, the use (C) information which has been disclosed without restriction as a result of a subpoena or disclosure of which would cause other legal process, after the Company substantial loss and damages which could not be readily calculated and has had the opportunity to request a suitable protective order for which no remedy at law would be adequatesuch information, or (D) with the Company’s prior written authorization. Accordingly, This covenant shall survive the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason termination of the Executive’s employment with the Company or (ii) disclose any hereunder for a period of three year after termination. The Executive agrees to execute such Confidential Information to any Person except (A) in the performance further agreements and/or confirmations of the Executive’s obligations to the Company hereunder, (B) concerning non-disclosure of Confidential Information as required by applicable law, (C) in connection with the enforcement Company may reasonably require from time to time. Upon termination of the Executive’s rights under this AgreementEmployment Period, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and shall promptly deliver to the Company or (E) with the prior written consent all physical and electronic copies and other embodiments of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the Company.

Confidential Information. (a) The Executive recognizes Employee acknowledges and agrees that the services to be performed by the Executive hereunder are specialcustomers, uniquebusiness connections, customer lists, procedures, operations, techniques, and extraordinary other aspects of and that, information about the business of the Company and its Affiliates (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company and its Affiliates with a substantial competitive advantage in conducting their business. The Employee further acknowledges and agrees that by reason virtue of such her past employment with the Company, the Executive may acquire Confidential Information concerning the operation and by virtue of her employment with the Company, the use or disclosure of which would cause she has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company substantial would suffer great loss and damages which could injury if the Employee would disclose this information or use it in a manner not be readily calculated and for which no remedy at law would be adequatespecifically authorized by the Company. AccordinglyTherefore, the Executive Employee agrees that during the Executive Employment Period and at all times thereafter, she will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit disclose or cause to be used or disclosed any Confidential Information Information, unless and to the extent that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes become generally known or to and available for use by the public other than as a result of a disclosure by the Executive Employee’s acts or (y) is or becomes known or available omissions. The Employee shall deliver to the Executive on a nonconfidential basis from a source Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (other than the Companyand copies thereof) that, relating to the Executive’s knowledgeConfidential Information, is Work Product (as defined below) or the business of the Company or any of its Affiliates which she may then possess or have under her control. The Employee acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation patentable) which relate to the Company’s or any of its Affiliate’s actual or anticipated business research and development or existing or future products or services and which are conceived, developed or made by the Employee while employed by the Company and its Affiliates (“Work Product”) belong to the Company or such Affiliate, as the case may be.

Confidential Information. (a) The Executive recognizes acknowledges that the services Confidential Information (as defined below) relating to be performed by the business of the Company and its Affiliates which Executive hereunder are specialhas obtained or will obtain during the course of his association with the Company is the property of the Company and its Affiliates. Executive agrees that he will not disclose or use at any time, unique, and extraordinary and that, by reason of such either during or after his employment with the Company, the Executive may acquire any Confidential Information concerning without the operation written consent of the Board of Directors of the Company (the "Board") unless such use or disclosure: (A) is undertaken in the course of performing Executive's duties for the Company and is reasonably expected to be in the best interests of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, ; (B) as required by applicable lawrelates to federal or state tax matters for periods ending on or prior to August 31, 1998 and is disclosed in connection with the preparation or audit of tax returns for such period or is otherwise necessary for determination of Executive's proper tax liability; and (C) in connection with the enforcement confirmation or determination of the Executive’s rights amount of Additional Consideration payable under this the Stock Purchase Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the . Executive and agrees to deliver to the Company or (E) upon termination of his employment with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investmentsor at any other time the Company may request, portfolio companiesall memoranda, productsnotes, servicesplans, facilitiesrecords, product methods, research and development, trade secrets documentation and other intellectual property, systems, patents materials (and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, copies thereof) containing Confidential Information relating to the business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding Company and its Affiliates no matter where such material is located and no matter what form the material may be in, which Executive may then possess or have under his control. If requested by the Company’s past, current and prospective portfolio companies); provided, however, Executive shall provide the Company with written confirmation that all such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation materials have been delivered to the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Without limiting or reducing Executive's obligations under Sections 9(a) or (b) hereof, nothing in this subsection (d) or in the definition of Confidential Information shall be construed as depriving Executive from earning a livelihood from the exercise of personal professional skills and expertise developed before, during or after his employment with the Company.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the Executive hereunder are special, unique, course of her performance with Parent and extraordinary and that, by reason of such employment with its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during her employment, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance, the use or disclosure as well as development, transition and transformation plans, methodologies and methods of which would cause the Company substantial loss doing business, strategic, marketing and damages which could not be readily calculated expansion plans, including plans regarding planned and for which no remedy at law would be adequatepotential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that during her employment and thereafter she shall not disclose to any unauthorized person or use for her own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act; or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that she may then possess or other obligation to the Companyhave under her control.

Confidential Information. (a) The Executive recognizes that To the services to be performed by the Executive hereunder are special, unique, and extraordinary and extent that, by reason after the date hereof, Consultant becomes aware of such employment with the Company, the Executive may acquire any Confidential Information concerning of the operation Company or its Subsidiaries from the Company or its Subsidiaries, Consultant will not, directly or indirectly, without the prior written consent of the Company, the disclose or use or disclosure of which would cause the Company substantial loss any Confidential Information (including, without limitation, Confidential Information with respect to strategy, acquisitions, retail real estate opportunities, sourcing, pricing, vendors and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees customers); provided that the Executive such Confidential Information will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, include (i) knowingly any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof), (ii) any information independently developed after the date hereof without use for an improper personal benefit or referring to any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or its Subsidiaries, (iiiii) disclose any such information that is also Confidential Information of the Consultant or its affiliates or (iv) any information that becomes available to Consultant from a source other than the Company (provided that such source is not known to by Consultant to be bound by a confidentiality agreement with the Company); provided further that the provisions of this Section 22 will not restrict the use by the Consultant or any Person except of its respective agents, consultants, advisors, representatives or affiliates’ overall knowledge and understanding of the Company’s industry that is not specific to the Company for the Consultant’s own purposes, including the purchase, sale, consideration of, advice regarding and decisions related to, investments; and provided further that the provisions of this Section 22 will not prohibit any retention of copies of records or disclosure (A) in the performance of the Executive’s obligations required by any applicable Law so long as reasonable prior notice is given to the Company hereunder, of such disclosure and a reasonable opportunity is afforded to the Company to contest the same or (B) as required by applicable law, (C) made in connection with the enforcement of any right or remedy relating to, or the Executive’s rights under performance of any obligation arising under, this Agreement, (D) in connection with any disagreement, dispute Agreement or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directorstransactions contemplated hereby. As used herein, the term “Confidential Information” means information if (A) the owner thereof has taken reasonable measures to keep such information secret and (B) such information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by the public. Notwithstanding anything to the contrary contained herein, “Confidential Information” includes information with respect shall include acquisition opportunities of the Company and its subsidiaries disclosed by the Company or its subsidiaries to the operation Consultant or its affiliates if (i) such acquisition opportunity is first learned of by the Consultant or its affiliates from the Company and performance (ii) the Company has requested that the Consultant or its affiliates (and the Consultant or its affiliate has agreed to) be involved in the evaluation of such acquisition. Notwithstanding anything contained herein to the Companycontrary, the Consultant shall be entitled to disclose Confidential Information to its investmentsagents, consultants, advisors, representatives and affiliates (but not portfolio companies) and the partners, productsinvestors or equivalent members of Sun Capital Partners V, servicesL.P, facilitiesSun Capital Securities Fund, product methodsL.P. and Sun Capital Securities Offshore Fund, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available Ltd to the Executive on a nonconfidential basis from a source (other than the Company) that, extent such persons or entities are subject to confidentiality obligations to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation to the CompanyConsultant.

Confidential Information. (a) The Executive recognizes acknowledges that the services continued success of Parent and its Subsidiaries and Affiliates, depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or to be performed developed in the future will be referred to in this Agreement as “Confidential Information”. Confidential Information will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (1) related to Parent’s or its Subsidiaries’ or Affiliates’ current or potential business and (2) is not generally or publicly known. Confidential Information includes, without specific limitation, the information, observations and data obtained by Executive during the Executive hereunder are special, unique, course of his performance with Parent and extraordinary and that, by reason of such employment with its Subsidiaries or Affiliates (including the Company) concerning the business and affairs of Parent and its Subsidiaries and Affiliates, information concerning acquisition opportunities in or reasonably related to the Parent’s or its Subsidiaries’ or Affiliates’ business or industry of which Executive has become or becomes aware during his employment, the Executive may acquire Confidential Information concerning the operation persons or entities that are current, former or prospective suppliers or customers of the Companyany one or more of them during Executive’s course of performance, the use or disclosure as well as development, transition and transformation plans, methodologies and methods of which would cause the Company substantial loss doing business, strategic, marketing and damages which could not be readily calculated expansion plans, including plans regarding planned and for which no remedy at law would be adequatepotential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. AccordinglyTherefore, the Executive agrees that during his employment and thereafter she shall not disclose to any unauthorized person or use for his own account any of such Confidential Information without the Executive will not (directly or indirectly) at Board’s prior written consent, unless and to the extent that any time, whether during or after the Executive’s employment hereunder, Confidential Information (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure by the Executive Executive’s acts or omissions to act; or (yii) is required to be disclosed pursuant to any applicable law or becomes known or available court order. Executive agrees to deliver to the Executive on a nonconfidential basis from a source Company at the end of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (other than the Companyand copies thereof) that, relating to the Executive’s knowledgebusiness of Parent or its Subsidiaries or Affiliates (including, is not prohibited from disclosing such information to the Executive by a legalwithout limitation, contractual, fiduciary all Confidential Information) that she may then possess or other obligation to the Companyhave under his control.

Confidential Information. (a) The Executive recognizes that the services to be performed by the Executive hereunder are special, unique, Both during and extraordinary and that, by reason of such after Executive’s employment with the Company, Executive shall have an obligation to protect and maintain the confidentiality of information belonging or relating to the Company and its affiliates, including, without limitation, BHP Billiton Petroleum (North America) Inc. Accordingly, Executive must not, except as authorized or required by Executive’s duties to the Company or BHP Billiton Petroleum (North America) Inc., or an order of any competent court, disclose to any person whatsoever or otherwise make use of any Confidential Information in whatever form in which Executive may acquire Confidential Information have acquired it in the course of Executive’s employment concerning the operation business, affairs, finances, clients, or trade connections of the CompanyCompany or its affiliates, including, without limitation, BHP Billiton Petroleum (North America) Inc., or any of their suppliers, agents or clients, and Executive must use Executive’s best efforts to prevent the use unauthorized publication or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateany such Confidential Information. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or This obligation continues after the termination of this Agreement and after the termination of Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason For purposes of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information includes, but is not limited to, all information, data or material (regardless of form) with respect to the operation and performance Company or any of its assets, prospects, business activities, officers, directors, employees, borrowers, or clients which is: (a) a trade secret, as defined by the Uniform Trade Secrets Act; (b) provided, disclosed, or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any client, borrower, advisor, or business associate of the Company, its investmentsor any public authority having jurisdiction over the Company or any business activity conducted by the Company; or (c) produced, portfolio companiesdeveloped, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects obtained or opportunities (including, as applicable, all prepared by or on behalf of the foregoing Executive or the Company (whether or not such information regarding was developed in the Company’s pastperformance of this Agreement). Notwithstanding the foregoing, current and prospective portfolio companies); provided, however, that such term, the term “Confidential Information” shall not include any information that (x) is information, data or becomes material which, at the time of disclosure or use, was generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive public other than by a breach of this Agreement, was available to the party to whom disclosed on a nonconfidential non-confidential basis from by disclosure or access provided by the Company or a source (other than third party without breaching any obligations of the Company) thatCompany or such third party, or was otherwise developed or obtained legally and independently by the person to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by whom disclosed without a legal, contractual, fiduciary or other obligation to the Companybreach of this Agreement.

Confidential Information. (a) The Executive recognizes acknowledges and agrees that the services to be performed customers, business connections, customer lists, procedures, operations, techniques and other aspects of and information about the business of the Company (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company with a substantial competitive advantage in conducting its business. Executive further acknowledges and agrees that by the Executive hereunder are special, unique, and extraordinary and that, by reason virtue of such his employment with the Company, he has had access to and will have access to, and has been entrusted with and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive may acquire Confidential Information concerning the operation of would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that during the Executive Term and at all times thereafter, he will not (not, directly or indirectly) at , either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any timeother capacity, whether during use or after disclose or cause to be used or disclosed any Confidential Information, unless and to the Executive’s employment hereunder, extent (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, shall not include any information that (x) is or becomes generally known or to and available for use by the public other than as a result of a disclosure Executive’s acts or omissions, (ii) authorized in writing by the Board of Directors or compelled by legal process (provided that Executive provides the Company with advance notice adequate to afford the Company reasonable opportunity to limit or prevent such disclosure), or (yiii) use or disclosure is to an employee of the Company or becomes known a person to whom disclosure is reasonably necessary or available appropriate in connection with the performance by Executive of his duties as an employee or director of the Company. Executive shall deliver to the Company at the termination of the Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information or Work Product (as defined below) which he may then possess or have under his control, provided that Executive on a nonconfidential basis from a source shall be entitled to retain his telephone, address and other contact directories subject to compliance with Sections 6.1 through 6.3. Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (other than whether or not patentable) that relate to the Company’s actual or anticipated business and that are conceived, developed or made by Executive while employed by the Company and during work hours or by the use of the facilities or Confidential Information of the Company (“Work Product”) that, to the Executive’s knowledge, is not prohibited from disclosing such information to the Executive by a legal, contractual, fiduciary or other obligation belong to the Company.

Confidential Information. (a) The Executive recognizes acknowledges that during the services to be performed by Employment Period and as part of her employment, the Executive hereunder are specialwill be and has been afforded access to confidential information of the Company and its Affiliates, uniqueas defined herein. The Executive further acknowledges that for purposes of this Agreement, and extraordinary and that“Affiliates” shall be defined as any corporation, partnership, limited liability company or other entity controlling, controlled by reason of such employment or under common control with the Company, all of which have trade, business, and financial secrets and other confidential and proprietary information, including, but not limited to, product information, designs and formulas, processes, pricing and cost information, sales and marketing strategies, and identities of suppliers and displayers, and that such confidential information constitutes valuable, special and unique property of the Company and its Affiliates (collectively, the “Confidential Information”). As defined herein, Confidential Information shall not include (i) public information or information that is generally known to other persons or entities; (ii) information that is or becomes available to the Executive may acquire Confidential Information concerning on a non-confidential basis from a source other than the operation Company and its Affiliates, provided that such source was not known by Executive to be bound by a confidentiality agreement with the Company and its Affiliates or to be otherwise prohibited from transmitting the information to Executive by a contractual, legal or fiduciary obligation; (iii) information that was within the Executive’s possession prior to its being furnished to the Executive by or on behalf of the Company and its Affiliates, including, without limitation, product and marketing information possessed by Executive prior to employment by the Company, provided that the use or disclosure source of which would cause the Company substantial loss and damages which could such information was not be readily calculated and for which no remedy at law would be adequate. Accordingly, known by the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned to be bound by reason of the Executive’s employment a confidentiality agreement with the Company and its Affiliates or to be otherwise prohibited from transmitting the information to Executive by a contractual, legal or fiduciary obligation; or (iiiv) disclose any such Confidential Information information required to any Person except (A) in be disclosed by the performance Executive pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the Executive’s obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement United States of the Executive’s rights under this Agreement, (D) in connection with America or a state thereof or any disagreement, dispute governmental or litigation (pending or threatened) between the Executive and the Company or (E) with the prior written consent of the Board of Directors. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)political subdivision thereof; provided, however, that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to shall take all reasonable steps, at the Executive on a nonconfidential basis from a source (other than cost of the Company) that, to the Executive’s knowledge, is not prohibited from disclosing prohibit disclosure of such information Confidential Information pursuant to the Executive by a legal, contractual, fiduciary or other obligation to the Companysubsection (iv) herein.

Confidential Information. (a) The Executive recognizes that the services to be performed Except as directed by the Executive hereunder are specialCompany or the Surviving Bank’s Board of Directors, unique, and extraordinary and that, by reason of such employment with during the CompanyTerm or at any time thereafter, the Executive may acquire Confidential Information concerning shall not divulge, furnish or make accessible to anyone or use in any way (other than in the operation ordinary course of the Company, business of the use or disclosure Surviving Bank) any confidential information of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, or the Executive agrees Surviving Bank (or of any third party) that the Executive has acquired or become acquainted with or will not (directly acquire or indirectly) at any timebecome acquainted with, whether during developed by himself or after by others, including but not limited to any trade secrets, confidential, proprietary or secret information or data, processes, formulae, plans, devices or material (whether or not patented or patentable) used in any aspect of the Executive’s employment hereunderbusiness of the Company or the Surviving Bank, any customer or supplier lists of the Company or the Surviving Bank, any confidential development or research work of the Company or the Surviving Bank, or any other confidential information or aspects of the business of the Company or the Surviving Bank, or any confidential information obtained from third parties under an obligation of the Company or the Surviving Bank to maintain the confidentiality of such information, which obligation is known to Executive (all such confidential or secret knowledge and information referred to in this sentence, the “Confidential Information”). The Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Company and the Surviving Bank and represents a substantial investment of time and expense and the creation of goodwill by the Company and the Surviving Bank, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and the Surviving Bank would be wrongful and would cause irreparable harm to the Company and the Surviving Bank. The foregoing obligations of confidentiality shall not apply to, and Executive shall be entitled to disclose, any knowledge or information (i) knowingly use for an improper personal benefit any Confidential Information that is now published or which subsequently becomes generally publicly known in the Executive may learn or has learned by reason of the Executive’s employment with form in which it was obtained from the Company or the Surviving Bank, other than as a direct or indirect result of the breach of this Agreement by the Executive; (ii) disclose as may be required by law or legal process after providing the Surviving Bank with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), (iii) in any criminal proceeding against him after providing the Company and the Surviving Bank with prior written notice and an opportunity to seek protection for such Confidential Information to any Person except (A) in at the performance of Company’s or the ExecutiveSurviving Bank’s obligations to the Company hereundersole expense, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company applicable); or (Eiv) with the prior written consent of the Board Surviving Bank. Executive understands that certain whistleblower laws permit him to communicate directly with governmental or regulatory authorities about possible violations of Directorslaw. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, Executive acknowledges that such term, shall not include any information that (x) is or becomes generally known or available other than as a result of a disclosure by the Executive or (y) is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, he is not prohibited from disclosing required to seek the permission of or notify the Company or the Surviving Bank of any communications made in compliance with applicable whistleblower laws, and that neither the Company nor the Surviving Bank will consider such information communications to the Executive by a legal, contractual, fiduciary or other obligation to the Companyviolate this Agreement.

Confidential Information. (a) The Executive recognizes and acknowledges that the services Executive has and will have access to be performed confidential and proprietary information of the Company, Ashford Inc. and any entity advised by the Executive hereunder are Company, which, in each case, constitute valuable, special, unique, and extraordinary and that, by reason unique assets of such employment entity. The term “Confidential Information” as used in this Agreement shall mean all proprietary information which is known only to the Executive, the Company, Ashford Inc., any entity advised by the Company, other employees of the Company, or others in a confidential relationship with the Company, Ashford Inc. or any entity advised by Ashford Inc., and relating to the business of the Company, Ashford Inc. or such other entity, as applicable (including, without limitation, information regarding clients, customers, pricing policies, methods of operation, proprietary company programs, sales, acquisitions, products, profits, costs, conditions (financial or other), cash flows, key personnel, formulae, product applications, technical processes, and trade secrets, as such information may exist from time to time), which the Executive acquired or obtained by virtue of work performed for the Company, or which the Executive may acquire or may have acquired knowledge of during the performance of said work, exclusive of information known to the Executive solely by virtue of his positions with the Remington Affiliates, which information shall not be deemed “Confidential Information.” The Executive acknowledges that the Company has put in place certain policies and practices to keep such Confidential Information concerning secret, including disclosing the operation information only on a need-to-know basis. The Executive further acknowledges that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort, and money and provides the Company with an advantage over competitors who do not know such Confidential Information. Finally, the Executive acknowledges that such Confidential Information, if revealed to or used for the benefit of the Company’s competitors or in a manner contrary to the Company’s interests, the use or disclosure of which would cause extensive and immeasurable harm to the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequateto the Company’s competitive position. AccordinglyThe Executive shall not, during the Executive agrees that the Executive will not (directly Term or indirectly) at any timetime thereafter, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit gain or detrimentally to the Company all or any Confidential Information that the Executive may learn or has learned by reason part of the Executive’s employment with Confidential Information, or disclose or make available all or any part of the Company or (ii) disclose any such Confidential Information to any Person person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except (A) in the performance as may be required pursuant to his employment hereunder, unless and until such Confidential Information becomes publicly available other than as a consequence of the Executive’s obligations to the Company hereunder, (B) as required breach by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and of his confidentiality obligations hereunder. Notwithstanding the Company or (E) with the prior written consent of the Board of Directors. As used hereinforegoing, “Confidential Information” includes information with respect to the operation and performance of the Company, its investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies); provided, however, that such term, Executive shall not include any information that be restricted from disclosing or using Confidential Information that: (xi) is or becomes generally known or available to the public other than as a result of a an unauthorized disclosure by the Executive or his agent; (yii) is or becomes known or available to the Executive on in a nonconfidential basis manner that is not in contravention of applicable law from a source (other than the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or one of its or their officers, employees, agents or representatives) thatthat is not known by Executive, after reasonable investigation, to be bound by a confidential relationship with the Company, Ashford Inc. or an entity advised by the Company or the affiliated entities of such entities or by a confidentiality or other similar agreement; or (iii) is required to be disclosed by law, court order or other legal process; provided, however, that in the event disclosure is required by law, court order or legal process, Executive shall provide the Company, if legally permissible, with prompt notice of such requirement as set forth below in this Section 9. The Executive acknowledges that the Confidential Information shall remain at all times the exclusive property of the Company, and no license is granted. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Company or the Executive, or within seven (7) business days of the Company’s request under any other circumstances, the Executive shall deliver to the Company all Confidential Information, in any form whatsoever, including electronic formats, and shall not take with him any Confidential Information or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. The Company acknowledges that prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries in which the Company engages in business including, without limitation, markets, valuation methods and techniques, capital markets, investor relationships and similar items, and that the provisions of this Section 9 are not intended to restrict the Executive’s use of such previously acquired knowledge. In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information, the Executive agrees, if legally permissible, to (a) promptly notify the Company of the existence, terms and circumstances surrounding such request or requirement, (b) consult with the Company on the advisability of taking legally available steps to resist or narrow such request or requirement and (c) assist the Company in seeking a protective order or other appropriate remedy; provided, however, that the Executive shall not be required to take any action in violation of applicable laws. In the event that such protective order or other remedy is not prohibited from disclosing such information to obtained or that the Company waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless disclosure to any such tribunal was caused by or resulted from a legalprevious disclosure by the Executive not permitted by this Agreement. By this Agreement, contractualthe company is providing the Executive with rights that the Executive did not previously have. In exchange for the foregoing and the additional terms agreed to in this Agreement, fiduciary the Executive agrees that: (i) he is being provided with access to Confidential Information to which he has not previously had access; and (ii) all goodwill developed with the Company’s clients, customers and other business contacts by the Executive is the exclusive property of the Company. The Executive waives and releases any claim that he should be able to use, for the benefit of any competing person or other obligation to entity, client and customer goodwill or Confidential Information that was previously received or developed by the Executive while working for the Company, Ashford Inc. or any entity advised by the Company.

Confidential Information. (a) The Executive Employee recognizes and acknowledges that Employee has had, and will continue to have, access to certain information of the services Company and that such information is confidential and constitutes valuable, special and unique property of the Company. Employee shall not at any time, either during or after termination of employment, directly or indirectly disclose to others, use, copy or permit to be performed copied, except as directed by the Executive hereunder are special, unique, and extraordinary and that, by reason of such employment law or in accordance with the Company, the Executive may acquire Confidential Information concerning the operation Employee’s duties for or on behalf of the Company, the use its successors, assigns or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordinglynominees, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with Company (regardless of whether developed by the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s obligations to the Company hereunderEmployee), (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or (E) with without the prior written consent of the Board of DirectorsCompany. As used herein, The term “Confidential Information” includes means any secret or non-public information with respect or know-how relating to the operation Company and performance its business, and shall include but not be limited to information relating to the Company’s plans, customers, costs, prices, personnel, business relationships, uses and applications of products and services, results of investigations, studies owned or used by the Company, its investments, portfolio companies, and all products, servicesprocesses, facilitiescompositions, product methodscomputer programs, research and developmentservicing, trade secrets marketing or operational methods and other intellectual propertytechniques at any time used, systemsdeveloped, patents and patent applicationsinvestigated, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects made or opportunities (including, as applicable, all of the foregoing information regarding sold by the Company, before or during the term of Employee’s past, current and prospective portfolio companies); provided, howeveremployment with the Company, that such termare not readily available to the public or that are maintained as confidential by the Company. Employee shall maintain in confidence any Confidential Information of third parties, shall not include any information that (x) is or becomes generally known or available other than received as a result of a disclosure the Employee’s employment, in accordance with the Company’s obligations to such third parties and the policies established by the Executive Company. Consistent with state and federal law, nothing in this Agreement (a) is intended to limit Employee’s right to discuss the terms, wages, and working conditions of his employment; or (yb) prohibits Employee from reporting possible violations of law to a government agency or attorney, including information about trade secrets in a document filed in a lawsuit if the disclosure is made in confidence, good faith, solely for the purpose of reporting or becomes known or available to the Executive on investigating a nonconfidential basis from a source (other than the Company) that, to the Executive’s knowledge, suspected violation of law and is not prohibited from disclosing such information to the Executive done only as permitted by a legal, contractual, fiduciary or other obligation to the Companylaw.

Confidential Information. (a) The Executive Employee recognizes that the services to be performed by the Executive Employee hereunder are special, unique, and extraordinary and that, by reason of such Employee's employment with the Company, the Executive may acquire Employee will be provided Confidential Information concerning the operation of the Company, the use or disclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive Employee agrees that the Executive Employee will not (directly or indirectly) at any time, whether during or after Employee's employment with the Executive’s employment hereunderCompany and its affiliates, (i) knowingly use for an improper personal benefit any Confidential Information that the Executive Employee may learn or has learned by reason of the Executive’s Employee's employment with the Company or (ii) disclose any such Confidential Information to any Person except (A) in the performance of the Executive’s Employee's obligations to the Company hereunder, (B) as required by applicable law, (C) in connection with the enforcement of the Executive’s Employee's rights under this Agreement, (D) in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive Employee and the Company or (E) with the prior written consent of the Board or the Chief Executive Officer of Directorsthe Company. As used herein, “"Confidential Information” includes " includes, but is not limited to, information with respect to the operation and performance of the Company, its investments, portfolio companies, 's products, services, facilities, product facilities and methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as applicable, all of the foregoing information regarding the Company’s past, current and prospective portfolio companies)opportunities; provided, however, that such term, term shall not include any information that (x) is or becomes generally known or available other than as a result of a improper disclosure by the Executive Employee or (y) is or becomes known or available to the Executive Employee on a nonconfidential basis from a source (other than the Company) thatwhich, to the Executive’s Employee's knowledge, is not prohibited from disclosing such information to the Executive Employee by a legal, contractual, fiduciary or other obligation to the Company.