Common use of Confidential and Proprietary Information Clause in Contracts

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he (a) Business Manager will not disclose any Confidential Information of Practice to anyone other persons without Practice Consent. Business Manager will not, directly or indirectly, use such Confidential Information in a manner detrimental to Practice, and Business Manager will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Business Manager that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 4.13, and will be directed by Business Manager not to disclose to any confidential materialsother person any Confidential Information. Business Manager shall be responsible for any breach of this Section 4.13 by its affiliates, advisors or Representatives. If Business Manager is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar legal processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Practice or its affiliates, including but not limited to: advisors or Representatives, Business Manager will (ai) trade secrets provide Practice with prompt prior notice thereof and copies, if possible, and, if not, a description, of the Company; (b) lists request and the Confidential Information requested or required to be produced so that Practice may seek an appropriate protective order or other protections to enforce the provisions of and/or information concerning currentthis Section 4.13, formeror, and/or prospective customers or clients alternatively, waive compliance with the provisions of the Company; this Section 4.13, and (cii) information relating consult with Practice as to methods of doing business (including information whether Practice should attempt to resist or narrow such request. If Business Manager is compelled to disclose or produce Confidential Information concerning operationsPractice or, technology and systems) in use the alternative, be liable for contempt or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”)suffer other censure or penalty, except that Executive Business Manager may use and disclose or produce such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Informationwithout liability hereunder; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any Business Manager shall give Practice written notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is reasonably practicable and shall use of its commercially reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not ---------------------------------------- disclose any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the foregoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to anyone without the Company’s prior written consentany other person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, any confidential materialsadvisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager written notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not disclose any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to anyone without Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to any confidential materialsother person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, advisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager written notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees acknowledges that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in during the course of his employment hereunder, including but not limited to: (a) he has been given and will have access to and be exposed to trade secrets and confidential information in written, oral, electronic and other form regarding the Company and its business, products and employees, including, without limitation, leasing plans; development plans; acquisition strategies; underwriting process; advertising and sales materials; research, and related materials; vendor and industry information; practices, processes, techniques, methods, and know-how; the identities of the Company's tenants, customers and potential customers (hereinafter referred to collectively as "Customers"); (b) lists of and/or information concerning current, former, and/or prospective customers or clients of and the Company; 's business methods, practices, strategies, forecasts, pricing and (c) marketing techniques. Executive expressly agrees to use such information relating to methods only for purposes of doing business (including information concerning operations, technology and systems) in use or contemplated use by carrying out his duties for the Company and not generally known among for any other purpose. Except as required by law, Executive will not otherwise disclose such information, directly or indirectly, to any third party or entity. All trade secrets, reports, manuals, and other ideas and materials developed by Executive during the period of his employment, either solely or in collaboration with others, which relate to the actual or anticipated business of the Company’s competitors (the “Confidential Information”), except that which result from or are suggested by any work Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and do for the benefit of, the Company, (iicollectively, the "Developments") shall be the sole and exclusive property of the Company. Executive agrees to enforce assign to the Company his entire right and interest in any rights or defend such Development, and will execute any claims hereunder or under any other agreement documents in connection therewith that the Company may reasonably request. Executive acknowledges that the provisions of this Section 11 are reasonable and necessary to which Executive is a party with protect the legitimate interests of the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.211 will result in irreparable injury to the Company, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or (v) to Executive’s spouseadequate compensation the Company for such a violation. Accordingly, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, Executive agrees that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach if he violates the provisions of this Section 6.211, in addition to any other remedy which may be available at law or in equity, the Company shall be entitled to specific performance and injunctive relief, without posting bond or other security, and without the necessity of proving actual damages.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he (a) Business Manager will not disclose any Confidential Information of Practice to anyone other persons without Practice Consent. Business Manager will not, directly or indirectly, use such Confidential Information in a manner detrimental to Practice, and Business Manager will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Business Manager that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 4.13, and will be directed by Business Manager not to disclose to any confidential materialsother person any Confidential Information. Business Manager shall be responsible for any breach of this Section 4.13 by its affiliates, advisors or Representatives. If Business Manager is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar legal processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Practice or its affiliates, including but not limited to: advisors or Representatives, Business Manager will (ai) trade secrets provide Practice with prompt prior notice thereof and copies, if possible, and, if not, a description, of the Company; (b) lists request and the Confidential Information requested or required to be produced so that Practice may seek an appropriate protective order or other protections to enforce the provisions of and/or information concerning currentthis Section 4.13, formeror, and/or prospective customers or clients alternatively, waive compliance with the provisions of the Company; this Section 4.13, and (cii) information relating consult with Practice as to methods of doing business (including information whether Practice should attempt to resist or narrow such request. If Business Manager is compelled by law to disclose or produce Confidential Information concerning operationsPractice or, technology and systems) in use the alternative, be liable for contempt or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”)suffer other censure or penalty, except that Executive Business Manager may use and disclose or produce such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Informationwithout liability hereunder; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any Business Manager shall give Practice written notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is reasonably practicable and shall use of its commercially reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not disclose ---------------------------------------- any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to anyone without Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to any confidential materialsother person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, advisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager written notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During Employee acknowledges, agrees and after the term of Executive’s stipulates that during his or her employment with the Company, Executive covenants Employee had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: (a) trade secrets of the Companybudgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (bii) lists information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) information about employees and the terms and conditions of and/or their employment; (v) computer techniques, programs and software; (vi) information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cvii) any other non-public information relating that cannot be obtained readily by the public and would be useful or helpful to methods competitors, customers or industry trade groups if disclosed (collectively, "Confidential Information"). Employee agrees that Employee shall not, at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of doing business (including information concerning operations, technology and systems) in the Confidential Information to any person or entity. Employee further acknowledges that if Employee were to use or contemplated use by disclose, directly or indirectly, the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may such use and/or disclosure would cause Employer irreparable harm and disclose such Confidential Information (i) injury for which no adequate remedy at law exists. Therefore, in the course event of Executive’s employment withthe breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and for alternatives which may be available at law or in equity. Employee acknowledges that the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed remedies contained in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s Agreement for violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2Agreement are not the exclusive remedies which Employer may pursue.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which that Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so legally required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentconfidential treatment of such information, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2

Confidential and Proprietary Information. During Employee acknowledges, agrees and after the term of Executive’s stipulates that during his employment with the Company, Executive covenants Employee had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (aii) information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) unit holder data, information about employees and the terms and conditions of their employment; (v) computer techniques, programs and software; (vi) trade secrets of the Companysecrets, technical information, patents, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, technical studies and data, and engineering information; (bvii) lists of and/or information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cviii) any other non-public information relating that cannot be obtained readily by the public and would be useful or helpful to methods competitors, customers or industry trade groups if disclosed (collectively, "Confidential Information"). Employee agrees that Employee shall not, at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of doing business (including information concerning operations, technology and systems) in the Confidential Information to any person or entity. Employee further acknowledges that if Employee were to use or contemplated use by disclose, directly or indirectly, the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may such use and/or disclosure would cause Employer irreparable harm and disclose such Confidential Information (i) injury for which no adequate remedy at law exists. Therefore, in the course event of Executive’s employment withthe breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and for alternatives that may be available at law or in equity. Employee acknowledges that the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed remedies contained in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s Agreement for violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, Agreement are not the exclusive remedies that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of Employer may pursue. The foregoing restrictions in this Section 6.25 shall not apply to Employee’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law.

Confidential and Proprietary Information. During Executive acknowledges, agrees and after the term of Executive’s stipulates that during his or her employment with the Company, Executive covenants had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: (a) trade secrets of the Companybudgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (bii) lists information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) information about employees and the terms and conditions of and/or their employment; (v) computer techniques, programs and software; (vi) information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cvii) any other non-public information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use that cannot be obtained readily by the Company public and not generally known among the Company’s competitors would be useful or helpful to competitors, customers or industry trade groups if disclosed (the “collectively, "Confidential Information”"), except that . Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided agrees that Executive shall give prompt written notice not, at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of the Company Confidential Information to any person or entity. Executive further acknowledges that if Executive were to use or disclose, directly or indirectly, the Confidential Information, that such use and/or disclosure would cause Employer irreparable harm and injury for which no adequate remedy at law exists. Therefore, in the event of such requirementthe breach or threatened breach of the provisions of this Agreement by Executive, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company Employer shall be entitled to obtain a protective order injunctive relief to enjoin such breach or similar treatmentthreatened breach, (iv) as in addition to such Confidential Information all other remedies and alternatives which may be available at law or in equity. Executive acknowledges that is or becomes generally known to the public or trade without Executive’s remedies contained in the Agreement for violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person Agreement are not the exclusive remedies which Employer may pursue. Nothing in this Agreement shall be deemed construed to be a breach of this Section 6.2prohibit Executive from accepting comparable employment.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2generally

Confidential and Proprietary Information. During Employee acknowledges, agrees and after the term of Executive’s stipulates that during her employment with the Company, Executive covenants Employee had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (aii) information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) unit holder data, information about employees and the terms and conditions of their employment; (v) computer techniques, programs and software; (vi) trade secrets of the Companysecrets, technical information, patents, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, technical studies and data, and engineering information; (bvii) lists of and/or information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cviii) any other non-public information relating that cannot be obtained readily by the public and would be useful or helpful to methods competitors, customers or industry trade groups if disclosed (collectively, "Confidential Information"). Notwithstanding the foregoing, Confidential Information shall not include any information that now is or hereafter becomes available to the general public other than as the result of doing business (including information concerning operationsa disclosure by Employee in breach hereof. Employee agrees that Employee shall not, technology and systems) in at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of the Confidential Information to any person or entity. Employee further acknowledges that if Employee were to use or contemplated use by disclose, directly or indirectly, the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may such use and/or disclosure would cause Employer irreparable harm and disclose such Confidential Information (i) injury for which no adequate remedy at law exists. Therefore, in the course event of Executive’s employment withthe breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and for alternatives which may be available at law or in equity. Employee acknowledges that the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed remedies contained in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s Agreement for violation of this Agreement are not the exclusive remedies which Employer may pursue. The foregoing restrictions in this Section 6.25 shall not apply to Employee’s utilization of internal Employer reporting procedures, or (v) with respect to ExecutiveEmployee’s spousecommunication with federal, attorney and/or his personal tax and financial advisors state or local governmental agencies as reasonably necessary may be legally required or appropriate to advance Executive’s taxotherwise protected by law, financial and or any other personal planning (each communication required by law or an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.2applicable securities exchange.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.26.2 by Executive.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees Xx. Xxxxxxx acknowledges that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in during the course of his employment hereunderhe has acquired knowledge of, including but not limited and has had access to: , (a) confidential information belonging to the Company, (b) proprietary information belonging to the Company, (c) trade secrets of the Company; , (bd) lists of and/or other information that has been disclosed to the Company on a confidential basis, (e) material nonpublic information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors business and financial condition, and (f) the types of information and trade secrets relating to Printing & Writing described in clauses (a) through (e) (collectively, all such Company and Printing & Writing information and trade secrets hereinafter referred to as the “Confidential Company Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), ;” provided, however, that the term “Company Information” shall not include any information generally known in the industry or known by Xx. Xxxxxxx prior to the commencement of his employment with the Company). Xx. Xxxxxxx agrees that for a period of two years following the date of this Agreement, he will not, directly or indirectly, make use of or disclose any Company Information to any individual who is not then either employed by or retained by the Company without the consent of the Company, except to the extent required by law or legal process; provided, however, that if Xx. Xxxxxxx becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process) to make any disclosure of Company Information (a “Compelled Disclosure”), Xx. Xxxxxxx will provide the Company with prompt notice of such legal proceedings so that the Company may seek an appropriate protective order or use of Confidential Information by an Exempt Person shall be deemed to be a breach other appropriate relief or waive compliance with the provisions of this Section 6.2Agreement. In the absence of a protective order or Xx. Xxxxxxx receiving such a waiver from the Company, Xx. Xxxxxxx is permitted to disclose, in the event of a Compelled Disclosure, that portion (and only that portion) of the Company Information that Xx. Xxxxxxx is legally compelled to disclose; provided, however, that Xx. Xxxxxxx must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded by any person to whom any Company Information is so disclosed.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he (a) Business Manager will not disclose any Confidential Information of Practice to anyone other persons without Practice Consent. Business Manager will not, directly or indirectly, use such Confidential Information in a manner detrimental to Practice, and Business Manager will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Business Manager that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 4.13, and will be directed by Business Manager not to disclose to any confidential materialsother person any Confidential Information. Business Manager shall be responsible for any breach of this Section 4.13 by its affiliates, advisors or Representatives. If Business Manager is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar legal processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Practice or its affiliates, including but not limited to: advisors or Representatives, Business Manager will (ai) trade secrets provide Practice with prompt prior notice thereof and copies, if possible, and, if not, a description, of the Company; (b) lists request and the Confidential Information requested or required to be produced so that Practice may seek an appropriate protective order or other protections to enforce the provisions of and/or information concerning currentthis Section 4.13, formeror, and/or prospective customers or clients alternatively, waive compliance with the provisions of the Company; this Section 4.13, and (cii) information relating consult with Practice as to methods of doing business (including information whether Practice should attempt to resist or narrow such request. If Business Manager is compelled to disclose or produce Confidential Information concerning operationsPractice or, technology and systems) in use the alternative, be liable for contempt or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”)suffer other censure or penalty, except that Executive Business Manager may use and disclose or produce such Confidential Information (i) in without liability hereunder; provided, -------- however, that Business Manager shall give Practice notice of the course of Executive’s employment withConfidential ------- Information to be so disclosed or produced, and for a copy of the benefit ofrequest therefor, the Companyas far in advance of its disclosure or production as is reasonably practicable and shall use its best efforts to obtain, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related theretogreatest extent practicable, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective an order or similar treatment, (iv) as other reliable assurance that confidential treatment will be accorded to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During Employee acknowledges, agrees and after the term of Executive’s stipulates that during his employment with the Company, Executive covenants Employee had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (aii) information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) unit holder data, information about employees and the terms and conditions of their employment; (v) computer techniques, programs and software; (vi) trade secrets of the Companysecrets, technical information, patents, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, technical studies and data, and engineering information; (bvii) lists of and/or information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cviii) any other non-public information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use that cannot be obtained readily by the Company public and not generally known among the Company’s competitors would be useful or helpful to competitors, customers or industry trade groups if disclosed (the collectively, “Confidential Information”). Employee agrees that Employee shall not, except that Executive may use and at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose such any of the Confidential Information (i) to any person or entity. Employee further acknowledges that if Employee were to use or disclose, directly or indirectly, the Confidential Information, that such use and/or disclosure would cause Employer irreparable harm and injury for which no adequate remedy at law exists. Therefore, in the course event of Executive’s employment withthe breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and for alternatives which may be available at law or in equity. Employee acknowledges that the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed remedies contained in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s Agreement for violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of Agreement are not the exclusive remedies which Employer may pursue. The foregoing restrictions in this Section 6.25 shall not apply to Employee’s communication with federal, state or local governmental agencies as may be legally required or otherwise protected by law.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not disclose any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to anyone without Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to any confidential materialsother person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, advisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not disclose ---------------------------------------- any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to anyone without Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to any confidential materialsother person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, advisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager notice of the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; (c) identities and skill sets of employees or contractors of the Company, and (cd) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.26.2 by Executive.

Confidential and Proprietary Information. During and after All Confidential Information furnished to the term of Executive’s employment with the Company, Executive covenants and agrees that he Association will not disclose be discussed with other persons without Manager's express written authorization, will not be used in any way directly or indirectly detrimental to anyone without the Company’s prior written consentManager, any and will be kept confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company Association and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use its affiliates and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Informationadvisors; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of the Association may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Agreement, it being understood and agreed to by an Exempt Person shall the Association that such Representatives will be deemed informed of the confidential nature of the Confidential Information, will agree to be a bound by this Section, and will be directed by the Association not to disclose to any other person any Confidential Information. The Association agrees to be responsible for any breach of this Section 6.2by its affiliates, advisors, or Representatives. If the Association is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Manager or its affiliates, advisors, or Representatives, the Association will (i) provide Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required to be produced so that Manager may seek an appropriate protective order or waive compliance with the provisions of this Section and (ii) consult with Manager as to the advisability of Manager's taking of legally available steps to resist or narrow such request. The Association further agrees that, if in the absence of a protective order or the receipt of a waiver hereunder the Association is nonetheless compelled to disclose or produce Confidential Information concerning Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, the Association may disclose or produce such Confidential Information to such tribunal without liability hereunder; provided, however, that the Association shall give Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so required to be disclosed or produced.

Confidential and Proprietary Information. During Except as ---------------------------------------- otherwise provided in the Additional Agreements, all Proprietary Information (as defined below) of any party hereto or its Affiliates shall remain the property of such party or its Affiliates (other than Newco and after its Subsidiaries), and all Proprietary Information of Newco and its Controlled Affiliates shall remain the term property of Executive’s employment Newco and its Controlled Affiliates. Each of the parties hereto and their respective Affiliates (i) shall use any and all Confidential Information (as defined below) only for purposes of Newco and shall not use such Confidential Information for the benefit of or in connection with any other business or enterprise of such party or any of its Affiliates and (ii) shall, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, attorneys, accountants, and agents (collectively, "Agents") to, keep secret and retain in strictest confidence any ------ and all Confidential Information, and shall not disclose such Confidential Information, and shall use its reasonable best efforts to cause its Agents not to disclose such Confidential Information, to any Person other than such party, its Affiliates, Newco or their respective Agents, except (i) for such disclosures as may be required by law or legal process, disclosures to such party's counsel, or disclosures pursuant to any listing agreement with, or the rules or regulations of, any securities exchange on which securities of such party or any such Affiliate are listed or traded (in which event the party making such disclosure or whose Affiliates or Agents are making such disclosure shall so notify the other parties hereto as promptly as practicable (and if possible, prior to making such disclosure) and shall seek confidential treatment of such information); (ii) as may be necessary to establish or enforce its rights hereunder; (iii) as part of the normal review or reporting procedure to its Parent, its auditors and its attorneys; provided, that such party shall be -------- liable for any breach by such Parent, auditors or attorneys of any provision of this Section 4.1; (iv) for disclosures to an Affiliate of, or a professional advisor to, such party in connection with the Companyperformance by such party of its obligations hereunder, Executive covenants under the Additional Agreements or under an agreement with Newco; provided, that such party shall be liable for any breach by such -------- Affiliate or professional advisor of any provision of this Section 4.1; (v) for disclosures to a prospective third party purchaser pursuant to Article VIII of the Partnership Agreement or a prospective third party purchaser (by merger, stock acquisition or otherwise) of all or substantially all of the assets of the Parent of such party so long as such prospective purchaser executes and agrees delivers to Newco a confidentiality agreement in form and substance reasonably satisfactory to Newco; provided that he will not disclose to anyone without such party shall be liable for any breach -------- by such prospective third party purchaser of any provision of this Section 4.1; and (vi) with the Company’s prior written consentconsent of the nondisclosing parties. Notwithstanding the foregoing, any confidential materialsViacom Inc. and its Controlled Affiliates shall be permitted to use Confidential Information of Newco and its Controlled Affiliates for the benefit of or in connection with their respective businesses, documentsexcept that Viacom Inc. and its Controlled Affiliates shall not have the right to use Confidential Information of Newco and its Controlled Affiliates which constitutes, records is set forth in, or other non-public concerns architecture or design of data processing or communications systems, information of any type whatsoever concerning or data processing algorithms, and source code, flow charts and internal technical documentation relating to the business design or operation of computer programs. The obligations under this Section 4.1 shall survive the termination of this Agreement and affairs any Person ceasing to be an Affiliate of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with for a period of five years after the Company, provided that such disclosure is relevant to the enforcement occurrence of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation event. For purposes of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.24.1:

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he Practice will not disclose ---------------------------------------- any Confidential Information of Business Manager without Business Manager's express written authorization. Such Confidential Information will not be used in any way directly or indirectly detrimental to anyone without Business Manager, and Practice will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the Company’s prior written consentforegoing, Practice may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Practice that such Representatives will be informed of the confidential nature of the Confidential Information, will agree to be bound by this Section 5.6, and will be directed by Practice not to disclose to any confidential materialsother person any Confidential Information. Practice shall be responsible for any breach of this Section 5.6 by its affiliates, advisors or Representatives. If Practice is required (by interrogatories, requests for information or documents, records subpoenas, civil investigative demands or other non-public information of similar processes) to disclose or produce any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired Confidential Information furnished in the course of his employment hereunderits dealings with Business Manager or its affiliates, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning currentadvisors or Representatives, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information Practice will (i) in provide Business Manager with prompt prior notice thereof and copies, if possible, and, if not, a description, of the course request and the Confidential Information requested or required to be produced so that Business Manager may seek an appropriate protective order or other protections to enforce the provisions of Executive’s employment withthis Section 5.6, or, alternatively, waive compliance with the provisions of this Section 5.6 and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party consult with the Company, provided that such disclosure is relevant Business Manager as to the enforcement advisability of Business Manager's taking of legally available steps to resist or narrow such rights or defense of such claims and is only disclosed request. Practice further agrees that if, in the formal proceedings related thereto, (iii) when required to do so by a court absence of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatmentthe receipt of a waiver hereunder, (iv) as Practice is nonetheless, in the written opinion of its legal counsel, compelled to disclose or produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty, Practice may disclose or produce such Confidential Information that is or becomes generally known to the public or trade such tribunal legally authorized to request and receive such Confidential Information without Executive’s violation of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), liability hereunder; provided, however, that any Practice shall give Business Manager written notice of -------- ------- the Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is practicable and shall use of its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information by an Exempt Person shall be deemed so required to be a breach of this Section 6.2disclosed or produced.

Confidential and Proprietary Information. During Mx. Xxxxxx acknowledges, agrees and after the term of Executive’s stipulates that during his employment with the Company, Executive covenants Company he has had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in Company, including, without limitation, (i) the course of his employment hereunderCompany's financial information, including but not limited to: budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (aii) trade secrets information about existing or potential customers of the Company and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about the Company 's employees and the terms and conditions of their employment with the Company; (iv) computer techniques, programs and software of the Company; (bv) lists of and/or gas measurement devices, strategies, and associated programs and software; (vi) information concerning current, former, and/or prospective customers about potential acquisitions or clients of divestitures by the Company; and (cvii) any other non-public information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use the Company that cannot be obtained readily by the Company public and not generally known among the Company’s competitors would be useful or helpful to competitors, customers or industry trade groups if disclosed (the “collectively, "Confidential Information”"), except that Executive may use and disclose such . In no event shall the definition of Confidential Information include any information which (i) in is generally known or available to the course of Executive’s employment with, and for the benefit of, the Companygeneral public, (ii) to enforce is lawfully acquired by Mx. Xxxxxx from any rights third party not bound by an obligation of confidence, or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by is in or hereafter becomes a court of law, by any governmental agency having supervisory authority over the business part of the Company or public domain other than by any administrative or legislative body (including reason of a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.2Agreement. Mx. Xxxxxx agrees that he shall not, at any time, directly or (v) indirectly, for any reason whatsoever, with or without cause, unless pursuant to Executive’s spousea lawful subpoena or court order, attorney and/or his personal tax and financial advisors as reasonably necessary use, disseminate or appropriate disclose any of the Confidential Information to advance Executive’s taxany person or entity. Mx. Xxxxxx further acknowledges that if Mx. Xxxxxx were to use or disclose, financial and other personal planning (each an “Exempt Person”)directly or indirectly, provided, howeverthe Confidential Information, that any such use and/or disclosure would cause the Company irreparable harm and injury for which no adequate remedy at law exists. Therefore, in the event of the breach or use threatened breach of Confidential Information the provisions of this Agreement by an Exempt Person Mx. Xxxxxx, the Company shall be deemed entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and alternatives which may be a breach available at law or in equity. Mx. Xxxxxx acknowledges that the remedies contained in the Agreement for violation of this Section 6.2Agreement are not the exclusive remedies which the Company may pursue. Exhibit 10.2 to the Boardwalk Pipeline Partners, LP Form 10Q filed July 29, 2008

Confidential and Proprietary Information. During Employee acknowledges, agrees and after the term of Executive’s stipulates that during his employment with the Company, Executive covenants Employee had access to confidential and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public proprietary information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course Employer and its parent, subsidiary, and affiliated entities including, by way of his employment hereunderexample, (i) financial information, including but not limited to: budgets or projections, business plans, pricing policies or strategies, tariff information, business methods, or any other financial, marketing, pricing, or regulatory strategic information; (aii) information about existing or potential customers and their representatives, including customer identities, lists, preferences, customer services and all other customer information; (iii) information about pending or threatened legal or regulatory proceedings; (iv) unit holder data, information about employees and the terms and conditions of their employment; (v) computer techniques, programs and software; (vi) trade secrets of the Companysecrets, technical information, patents, techniques, concepts, formulas, documentation, intellectual property, software, industrial designs, products, technical studies and data, and engineering information; (bvii) lists of and/or information concerning current, former, and/or prospective customers about potential acquisitions or clients of the Companydivestitures; and (cviii) any other non-public information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use that cannot be obtained readily by the Company public and not generally known among the Company’s competitors would be useful or helpful to competitors, customers or industry trade groups if disclosed (the collectively, “Confidential Information”). Notwithstanding the foregoing, except that Executive may use and disclose such Confidential Information (i) shall not include any information that now is or hereafter becomes available to the general public other than as the result of a disclosure by Employee in breach hereof. Employee agrees that Employee shall not, at any time, directly or indirectly, for any reason whatsoever, with or without cause, unless pursuant to a lawful subpoena or court order, use, disseminate or disclose any of the Confidential Information to any person or entity. Employee further acknowledges that if Employee were to use or disclose, directly or indirectly, the Confidential Information, that such use and/or disclosure would cause Employer irreparable harm and injury for which no adequate remedy at law exists. Therefore, in the course event of Executive’s employment withthe breach or threatened breach of the provisions of this Agreement by Employee, Employer shall be entitled to obtain injunctive relief to enjoin such breach or threatened breach, in addition to all other remedies and for alternatives which may be available at law or in equity. Employee acknowledges that the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed remedies contained in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s Agreement for violation of this Agreement are not the exclusive remedies which Employer may pursue. The foregoing restrictions in this Section 6.25 shall not apply to Employee’s utilization of internal Employer reporting procedures, or (v) with respect to ExecutiveEmployee’s spousecommunication with federal, attorney and/or his personal tax and financial advisors state or local governmental agencies as reasonably necessary may be legally required or appropriate to advance Executive’s taxotherwise protected by law, financial and or any other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information communication required by an Exempt Person shall be deemed to be a breach of this Section 6.2law.

Confidential and Proprietary Information. During and after the term of Executive’s employment with the Company, Executive covenants and agrees that he will not disclose to anyone without the Company’s prior written consent, any confidential materials, documents, records or other non-public information of any type whatsoever concerning or relating to the business and affairs of the Company which Executive may have acquired in the course of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Company, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party with the Company, provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation of this Section 6.27.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.27.2 by Executive.

Confidential and Proprietary Information. During Except as ---------------------------------------- otherwise provided in the Contribution Agreements, all Proprietary Information (as defined below) of any Partner or its Affiliates shall remain the property of such Partner or its Affiliates (other than the Partnership and after its Subsidiaries), and all Proprietary Information of the term Partnership shall remain the property of Executive’s employment the Partnership. Each of the Partners and their respective Affiliates (i) shall use any and all Confidential Information (as defined below) only for purposes of the Partnership and shall not use such Confidential Information for the benefit of or in connection with any other business or enterprise of such Partner or any of its Affiliates and (ii) shall, and shall use its reasonable best efforts to cause its and their respective officers, directors, employees, attorneys, accountants, and agents (collectively, "Agents") to, keep secret and retain in strictest confidence any and all Confidential Information, and shall not disclose such Confidential Information, and shall use its reasonable best efforts to cause its Agents not to disclose such Confidential Information, to any Person other than such Partner, its Affiliates, the Partnership or their respective Agents, except for (i) such disclosures as may be required by law or legal process, disclosures to such Partner's counsel, or disclosures pursuant to any listing agreement with, or the rules or regulations of, any securities exchange on which securities of such Partner or any such Affiliate are listed or traded (in which event the Partner making such disclosure or whose Affiliates or Agents are making such disclosure shall so notify the other Partners as promptly as practicable (and if possible, prior to making such disclosure) and shall seek confidential treatment of such information); (ii) as may be necessary to establish or enforce its rights hereunder; (iii) as part of the normal review or reporting procedure to its Parent, its auditors and its attorneys; provided, that such Partner shall be -------- liable for any breach by such Parent, auditors or attorneys of any provision of this Section 15.14; (iv) disclosures to an Affiliate of, or a professional ------------- advisor to, such Partner in connection with the Companyperformance by such Partner of its obligations hereunder, Executive covenants under the Additional Agreements or under an agreement with the Partnership; provided, that such Partner shall be liable for any breach -------- by such Affiliate or professional advisor of any provision of this Section ------- 15.14; (v) disclosures to a prospective third party purchaser pursuant to ----- Article VIII or a prospective third party purchaser (by merger, stock acquisition or otherwise) of all or substantially all of the assets of the Parent of such Partner so long as such prospective purchaser executes and agrees delivers a confidentiality agreement in form and substance acceptable to the Partnership; provided that he will not disclose to anyone without such Partner shall be liable for any breach by such prospective third party purchaser of any provision of this Section 15.14; and ------------- (vi) with the Company’s prior written consentconsent of the nondisclosing Partners. Notwithstanding the foregoing, any confidential materialsMTVN and its Affiliates shall be permitted to use Confidential Information of the Partnership for the benefit of or in connection with their respective businesses, documentsexcept that MTVN and its Affiliates shall not have the right to use Confidential Information of the Partnership which constitutes, records is set forth in, or other non-public concerns architecture or design of data processing or communications systems, information of any type whatsoever concerning or data processing algorithms, and source code, flow charts and internal technical documentation relating to the business and affairs design or operation of computer programs. The obligations under this Section 15.14 shall survive the Company which Executive may have acquired in the course termination of his employment hereunder, including but not limited to: (a) trade secrets of the Company; (b) lists of and/or information concerning current, former, and/or prospective customers or clients of the Company; and (c) information relating to methods of doing business (including information concerning operations, technology and systems) in use or contemplated use by the Company and not generally known among the Company’s competitors (the “Confidential Information”), except that Executive may use and disclose such Confidential Information (i) in the course of Executive’s employment with, and for the benefit ofthis Agreement, the Company, (ii) ------------- withdrawal of any Partner and any Person ceasing to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is be an Affiliate of a party with Partner for a period of five years after the Company, provided that such disclosure is relevant to the enforcement occurrence of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto, (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with jurisdiction to order him to divulge, disclose or make accessible such Confidential Information; provided that Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment, (iv) as to such Confidential Information that is or becomes generally known to the public or trade without Executive’s violation event. For purposes of this Section 6.2, or (v) to Executive’s spouse, attorney and/or his personal tax and financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 6.215.14: -------------