Common use of Confidential Information and Non-Disclosure Clause in Contracts

Confidential Information and Non-Disclosure. During the course of the Participant’s employment with or engagement by the Company, the Participant will receive certain confidential information and trade secrets, which includes but is not limited to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”), which the Company desires to protect. The Participant understands and agrees that the Confidential Information is confidential and the Participant agrees not to disclose or reveal the Confidential Information to anyone outside the Company or use Confidential Information for the benefit of any person or entity other than the Company. Additionally, the Participant may receive Confidential Information and work on projects that are not widely known throughout the Company, and the Participant agrees to not disclose or reveal such Confidential Information or details about such projects to any other person (including other employees or independent contractors of the Company) except as required in connection with his or her job duties. The Participant further agrees not to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment or engagement with the Company. The Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, notwithstanding the foregoing, if the Participant files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Participant may disclose the Company’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

Confidential Information and Non-Disclosure. During the course of the ParticipantEmployee acknowledges and agrees that Employee’s employment with or engagement by the Company, the Participant will receive certain Company necessarily involves Employee’s knowledge of and access to confidential and proprietary information and trade secrets, which includes but is not limited pertaining to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”)Company. Accordingly, which the Company desires to protect. The Participant understands and Employee agrees that at all times during the Confidential Information is term of this Agreement and for as long as the information remains confidential and after the Participant agrees not termination of Employee's employment, Employee will not, directly or indirectly, without the express written authority of the Company, unless directed by applicable legal authority having jurisdiction over Employee, disclose to disclose or reveal the Confidential Information use, or knowingly permit to anyone outside the Company be so disclosed or use Confidential Information used, for the benefit of Employee, any person person, corporation or other entity other than the Company. Additionally, the Participant may receive Confidential Information and work on projects that are not widely known throughout (i) any information concerning any financial matters, employees of the Company, and customer relationships, competitive status, supplier matters, internal organizational matters, current or future plans, or other business affairs of or relating to the Participant agrees to not disclose Company, (ii) any management, operational, trade, technical or reveal such Confidential Information other secrets or details about such projects to any other person (including proprietary information or other employees or independent contractors data of the Company, or (iii) except as required in connection with his or her job duties. The Participant further agrees not any other information related to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment or engagement with which has not been published and is not generally known outside of the Company. The Participant Employee acknowledges that all of the foregoing constitutes confidential and proprietary information, which is hereby notified the exclusive property of the Company. Nothing in accordance with the Defend Trade Secrets Act this Section 16 prohibits Employee from reporting possible violations of 2016 that the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a -14- federal, state, or local government official, either directly law or indirectlyregulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation. 17.EQT may terminate this Agreement and Employee’s employment at any time for Cause. Solely for purposes of this Agreement, “Cause” shall mean: (i) Employee’s conviction of a felony, a crime of moral turpitude or fraud or Employee having committed fraud, misappropriation or embezzlement in connection with the performance of his/her duties; (ii) Employee’s willful and repeated failures to an attorney solely for the purpose of reporting substantially perform assigned duties; or investigating a suspected (iii) Employee’s violation of any provision of this Agreement or express significant policies of the Company. If the Company terminates Employee’s employment for Cause, the Company shall give Employee written notice setting forth the reason for his/her termination not later than 30 days after such termination. 18.Except as otherwise provided herein, in the event of any controversy, dispute or claim arising out of, or relating to this Agreement, or the breach thereof, or arising out of any other matter relating to the Employee's employment with EQT or the termination of such employment, EQT may seek recourse for injunctive relief to the courts having jurisdiction thereof and if any relief other than injunctive relief is sought, EQT and the Employee agree that such underlying controversy, dispute or claim shall be settled by arbitration conducted in Pittsburgh, Pennsylvania in accordance with this Section 18 of this Agreement and the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The matter shall be heard and decided, and awards, if any, rendered by a panel of three (3) arbitrators (the “Arbitration Panel”). EQT and the Employee shall each select one arbitrator from the AAA National Panel of Commercial Arbitrators (the “Commercial Panel”) and AAA shall select a third arbitrator from the Commercial Panel. Any award rendered by the Arbitration Panel shall be final, binding and confidential as between the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment on the award may be entered by any court having jurisdiction thereof. 19.EQT shall have the authority and the right to deduct or withhold, or require Employee to remit to EQT, an amount sufficient to satisfy federal, state, and local taxes (including Employee’s FICA obligation) required by law to be withheld with respect to any payment or benefit provided pursuant to this Agreement. The obligations of EQT under this Agreement will be conditioned on such payment or arrangements and EQT will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Employee. 00.Xx is understood and agreed that upon Employee’s execution of the Transition Agreement and General Release, Employee had no continuing rights under Section 3 of the Non-Competition Agreement and such section became null and void having no further force or effect. 21.The provisions of this Agreement are severable. To the extent that any provision of this Agreement is made deemed unenforceable in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, notwithstanding the foregoing, if the Participant files a lawsuit for retaliation against the Company for reporting a suspected violation any court of law, the Participant may disclose parties intend that such provision be construed by such court in a manner to make it enforceable. 22.This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company’s trade secrets . 23.This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles. -15- 24.This Agreement supersedes all prior agreements and understandings between EQT and Employee with respect to the Participantsubject matter hereof (oral or written). It is understood and agreed, however, that the Amended and Restated Indemnification Agreement made as of December 3, 2008 between EQT and the Employee, any indemnification agreement entered into among EQM Midstream Services, LLC, EQT Midstream Partners, LP and the Employee, the Transition Agreement and General Release, the Supplemental Release and the covenants as to non-competition, non-solicitation, confidentiality and nondisclosure contained in Sections 1 and 2 of the Non-Competition Agreement remain in effect as modified herein, along with the provisions in Sections 4, 5, 6, 7, 8, 11 and 12 of the Non-Competition Agreement. 25.This Agreement may not be changed, amended, or modified except by a written instrument signed by both parties, provided that the Company may amend this Agreement from time to time without Employee’s attorney consent to the extent deemed necessary or appropriate, in its sole discretion, to effect compliance with Section 409A of the Code, including regulations and use the trade secret information interpretations thereunder, which amendments may result in the court proceeding if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant a reduction of benefits provided hereunder and/or other unfavorable changes to court orderEmployee.

Confidential Information and Non-Disclosure. During the course of the Participant’s employment with or engagement by the Company, the Participant will receive receive, certain confidential information and trade secrets, which includes but is not limited to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”), ) which the Company desires to protect. The Participant understands and agrees that the Confidential Information is confidential and the Participant agrees not to disclose or reveal the Confidential Information to anyone outside the Company or use Confidential Information for the benefit of any person or entity other than the Company. Additionally, the Participant may receive Confidential Information and work on some projects that are not widely known throughout the Company, and the Participant agrees to not disclose or reveal such Confidential Information or details about such the projects to any other person (including other employees or independent contractors of the Company) except as required in connection with his or her job duties). The Participant further agrees not to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment or engagement with the Company. The Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, notwithstanding the foregoing, if the Participant files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Participant may disclose the Company’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

Confidential Information and Non-Disclosure. During the course of the Participant’s employment with or engagement by the Company, the Participant will receive certain confidential information and trade secrets, which includes but is not limited to production data, drilling schedules, financial results before they are disclosed publicly, technical data, customer and vendor lists, management methods, operating techniques, prospective acquisitions, employee lists, training manuals and procedures, personnel evaluation procedures, financial reports and/or other confidential information and knowledge concerning the business of the Company and its affiliates (hereinafter collectively referred to as “Confidential Information”), ) which the Company desires to protect. The Participant understands and agrees that the Confidential Information is confidential and the Participant agrees not to disclose or reveal the Confidential Information to anyone outside the Company or use Confidential Information for the benefit of any person or entity other than the Company. Additionally, the Participant may receive Confidential Information and work on some projects that are not widely known throughout the Company, and the Participant agrees to not disclose or reveal such Confidential Information or details about such the projects to any other person (including other employees or independent contractors of the Company) except as required in connection with his or her job duties). The Participant further agrees not to use or disclose the Confidential Information in order to compete with the Company at any time during or after the Participant’s employment or engagement with the Company. The Participant is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Participant will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. In addition, notwithstanding the foregoing, if the Participant files a lawsuit for retaliation against the Company for reporting a suspected violation of law, the Participant may disclose the Company’s trade secrets to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.