Common use of Confidential Information and Trade Secrets Clause in Contracts

Confidential Information and Trade Secrets. During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

Confidential Information and Trade Secrets. During Employee acknowledges that he has received and will continue to receive access to non-public, confidential and proprietary business information and trade secrets about the period Company and its Affiliates (“Confidential Information”), that this Confidential Information was and will be obtained or developed by the Company at great expense and is zealously guarded by the Company from unauthorized disclosure, and that Employee’s possession of my this Confidential Information is due solely to Employee’s employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information . In recognition of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree foregoing, Employee will not at all times any time during the term employment or following termination of my employment and thereafterfor any reason, to hold in strictest confidencedisclose, and not to use or to disclose make otherwise available to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, third party any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates relating to the actual Company’s or demonstrably anticipated any of its Affiliates’ business, including their products, production methods and development; manufacturing and business or methods and techniques; trade secrets, data, specifications, developments, inventions, engineering and research or development activity; marketing and sales strategies, information and techniques; long and short term plans; current and prospective dealer, customer, vendor, supplier and distributor lists, contacts and information; financial, personnel and information system information; and any other information concerning the business of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in natureits Affiliates. I further agree, During the term of Employee’s employment with the Company and at all times during my employment and anytime thereafter, Employee shall take reasonable steps to hold in strictest confidence, protect the confidentiality of Confidential Information and not shall refrain from any acts or omissions that would reduce the value of Confidential Information to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless any of its Affiliates. Employee’s foregoing obligations regarding Confidential Information do not apply to any knowledge or information to the Chief Executive Officer of the Company expressly authorizes such use extent that it (i) is now or disclosure in writing, any Trade Secret (defined below) before it has become subsequently becomes generally publicly known or generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to industry in which the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known Company operates in the public domain and form in which it was obtained from the Company (i) derives economic valueor its applicable Affiliate), economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is independently made available to Employee in good faith by a third party who has not violated an obligation of confidentiality to the subject Company or any of efforts its Affiliates, or (iii) is required by law to be disclosed (but only to the extent such disclosure is required). In the latter event, Employee shall disclose to the Company the event and authority requiring disclosure “required by law” at the first opportunity upon learning of the disclosure request. Nothing contained in the preceding sentence shall be interpreted to legitimize any disclosure of Confidential Information by Employee that are reasonable occurs outside of any of the events described in items (i) through (iii) above. The parties acknowledge and agree that Employee’s obligations under the circumstances this Section 7 to maintain its secrecy, the confidentiality of the Confidential Information are in addition to any obligations of Employee under applicable statutory or any other information that constitutes a trade secret under common law.

Confidential Information and Trade Secrets. During (i) All Confidential Information shall be the sole property of Sysorex or SGS. Employee will not, during the period of my his employment with the Companyfor any reason, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm person or corporation, except as such entity or use or disclosure is required in connection with my work otherwise exploit for Employee's own benefit or for the Company benefit of any other person or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, entity any Confidential Information (defined below) before it has become which is disclosed to Employee or which becomes known to Employee in the course of his employment with Sysorex or SGS without the prior written consent of another officer of Sysorex or SGS except as may be necessary and appropriate, in Employee's reasonable judgment, in the ordinary course of performing his duties to Sysorex or SGS during the period of his employment with Sysorex or SGS or as may be required by law, legal process, or lawful exercise of authority. For purposes of this Section 10(i), "Confidential Information" shall mean any data or information belonging to Sysorex or SGS, other than Trade Secrets, that is of value to Sysorex or SGS and is not generally known within to competitors of Sysorex or SGS or to the relevant industry through no fault of my own. I understand public, and agree that “Confidential Information” means any is maintained as confidential by Sysorex or SGS, including but not limited to non-public information about Sysorex or SGS's clients, executives, key contractors and other contractors and information with respect to its products, designs, services, strategies, pricing, processes, procedures, research, development, inventions, improvements, purchasing, accounting, engineering and marketing (including any discussions or negotiations with any third parties). Notwithstanding the foregoing, no information will he deemed to be Confidential Information unless such information is treated by Sysorex or SGS as confidential and shall not include any data or information of Sysorex or SGS that does not otherwise qualify as Trade Secrets (defined below) that relates has been voluntarily disclosed to the actual public by Sysorex or demonstrably anticipated business SGS (except where such public disclosure has been made without the authorization of Sysorex or research SGS), or development of the Company that has been independently developed and disclosed by others, or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in that otherwise enters the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawlawful means.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Bank shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that ”). Confidential Information does not otherwise qualify as Trade Secrets include information (defined belowi) that relates has been voluntarily disclosed to the actual or demonstrably anticipated business or research or development of public by the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporationBank, except as where such use public disclosure has been made by Executive without authorization from the Bank; (ii) that has been independently developed and disclosed by others; or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it that has become generally known in otherwise entered the public domain through no fault of my ownlawful means. I understand and agree To the extent that “Trade Secrets” are information, regardless of form, belonging the Confidential Information rises to the Companylevel of a trade secret under applicable law, licensed then Executive shall, during Executive’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which applicable law) (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Employer shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Employer (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Employer, and other proprietary documents, materials, or information indigenous to the Employer, relating to its businesses and activities, or the manner in which the Company takes great pains Employer does business, which is valuable to safeguard from unauthorized use the Employer in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Employer’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any “Confidential Information”). Confidential Information (defined below) before it has does not include information generally known or easily obtained from public sources or public records, unless Executive causes the Confidential Information to become generally known within or easily obtained from public sources or public records. To the relevant industry through no fault of my own. I understand and agree extent that “the Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates Information rises to the actual or demonstrably anticipated business or research or development level of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreea trade secret under applicable law, at all times then Executive shall, during my Executive’s employment and anytime thereafter, to hold in strictest confidence, and not to use for so long as the Confidential Information remains a trade secret under applicable law (or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer maximum period of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowtime otherwise allowed by applicable law) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and for a period of twenty four (24) months following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Employer’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Employer.

Confidential Information and Trade Secrets. During You acknowledge that during your employment with Company, you have been given access to and use of trade secrets, proprietary data, financial information, and other confidential information, which were developed at considerable effort and expense to the period Company, and which if used by Company’s competitors would give them an unfair business advantage. You understand and agree that this information, if used by or disclosed to anyone but Company and its employees with a need to know, will place Company at a competitive disadvantage. You further acknowledge that you have not used or disclosed such trade secrets, proprietary data, or other confidential information during your employment with Company, except as authorized in writing by Company or in the normal exercise of my your job duties for the benefit of the Company. In further consideration for the above-recited covenants, promises and statements of understanding between the parties, including the severance benefits described in this Agreement, to which you are otherwise not entitled, you agree that you shall not, without the prior express written consent of the Company, directly or indirectly communicate or disclose, or use for your benefit or the benefit of any other person, firm, association, or corporation, any of the Releasees’ trade secrets, proprietary data or other confidential information, which trade secrets, proprietary data and other confidential information were communicated to or otherwise learned or acquired by you during your employment relationship with the Company, I acknowledge except that the Company you may disclose such matters to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or extent that disclosure is required (a) at the Company’s direction or (b) by a lawful order of a court or other governmental agency of competent jurisdiction. For so long as such matters remain trade secrets, proprietary data, or other confidential information, you agree that you will not use such trade secrets, proprietary data, or other confidential information in connection with my work for any way or in any capacity other than as expressly consented to by the Company Company. Such trade secrets, proprietary data, or unless other confidential information include, but are not limited to, the Chief Executive Officer following: information concerning strategic plans or product development plans, business plans or methods; cost or pricing information; vendor and supplier information; customer lists or related data; information regarding proposed joint ventures, mergers, acquisitions, and other such anticipated or contemplated business ventures of the Company otherwise expressly authorizes Company; projects, whether completed, in writingprogress, or only contemplated by Company; investment opportunities and other information related to the Company’s investments, whether past, present or future; confidential financial information; personnel information; ideas; discoveries; designs; inventions; improvements; know-how; writings and other works of authorship; computer programs; accounting information; analyses; studies; technology; programs; flow charts; information regarding products or techniques; strategies; or, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public other business information that does not otherwise qualify as Trade Secrets (defined below) that relates in any manner to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidenceCompany, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for which the Company has not intentionally disclosed to its competitors or unless to the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known general public. Nothing in the public domain through no fault above paragraph shall be construed to restrict you from using and/or disclosing your own ideas, discoveries, designs, inventions, improvements, know-how, writing and other works of my own. I understand authorship; computer programs; accounting information; analyses; studies; technology; programs; flow charts; information regarding products or techniques; and agree that “Trade Secrets” are informationstrategies if such information was developed on your own time, regardless of form, belonging was not disclosed to the Company, licensed and was unrelated to work performed by ityou on behalf of the Company. The obligations set forth herein shall be in addition to any other confidentiality obligations that you may have to any of the Releasees. You further acknowledge that the injury the Releasees will suffer in the event of your breach of any covenant or agreement set forth in Paragraphs 5, 6, 7, 8 or disclosed to it on a confidential basis 9 herein cannot be compensated by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plansmonetary damages alone, and lists of actual or potential customers or suppliers which is not commonly known you therefore agree that the Releasees, in the public domain addition to and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or without limiting any other information that constitutes a trade secret under common lawremedies or otherwise, shall have the right to obtain an injunction against you.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The parties acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that as a result of the relationship established by this Agreement, they may obtain access to Confidential Information of the others. “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets disclosed by either Fiagon or the Distributor (defined beloweach a “Disclosing Party”) that relates to the actual other party (each a “Recipient”) which relate directly or demonstrably anticipated indirectly to the Disclosing Party’s products, services or business or research or development of the Company or any other information and which is disclosed in tangible or electronic form and clearly marked as “confidential” or which might “proprietary” or bears a similar designation, is disclosed orally or otherwise in intangible form and identified as confidential at the [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. time of disclosure followed within 30 days of disclosure by a written transmission containing a summary of the disclosed information and confirming its confidential or proprietary nature, and/or should reasonably be anticipated understood to be confidential or proprietary given the nature of the disclosed information and/or the circumstances surrounding disclosure. Confidential Information may include technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements, patents, patent applications, specifications, trade secrets, prototypes, processes, notes, memoranda and reports, or visual representations concerning the Disclosing Party’s past, present or future research, technology, know-how, and concepts, or computer programs, software code, written documentation, products, information concerning vendors, members, customers, prospective customers, employees and prospective employees, market research, sales and marketing plans, distribution arrangements, financial statements, financial information, financing strategies and opportunities and business plans. A Recipient shall keep Confidential Information of the Disclosing Party confidential and shall not disclose it to any unaffiliated third party or use it for any purpose other than to exercise its rights and fulfill its obligations under this Agreement without the prior written consent of the Disclosing Party. The Recipient agrees to preserve the confidentiality of such information with at least the same degree of care as that taken by the Recipient to preserve and protect its own confidential or proprietary information, and in natureno case less than a reasonable degree of care. I further agreeThe Recipient shall not be obligated to maintain any information in confidence, if: the information was lawfully in the Recipient’s possession or was known to it prior to its disclosure from the Disclosing Party as evidenced by written records; the information is, at all times during my employment the time of disclosure, or thereafter becomes public knowledge without the fault of the Recipient; the information is or becomes rightfully available on an unrestricted basis to the Recipient from a source other than the Disclosing Party which did not acquire the same under an obligation of confidentiality to the Disclosing Party; or the information becomes available on an unrestricted basis to a third party from the Disclosing Party or from someone acting under its control. Further, the Recipient may disclose the Disclosing Party’s Confidential Information if and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or the extent disclosure is required by subpoena or pursuant to a demand by any governmental authority, provided, however, that before such disclosure, the Recipient shall, to the extent permitted, notify the Disclosing Party of its intent to do so, and give the Disclosing Party reasonable opportunity to take action to protect its rights and interest in such information. If a governmental authority requires disclosure of Confidential Information, then the Recipient may only furnish that portion of the Confidential Information that is reasonably required. Neither party shall disclose the terms of this Agreement to an unaffiliated third party without the prior written approval of the other party, except for legal, financial, accounting, or other similar advisors who have a need to know any of such terms and agrees to keep them confidential. The parties shall have the right to disclose the terms of this Agreement to current shareholders and in connection with my work for the Company bona fide fund raising or unless the Chief Executive Officer sale of the Company expressly authorizes stock, provided that such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through is no fault of my own. I understand broader than necessary to satisfy such purpose and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on is made under a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawconfidentiality agreement including substantially similar confidentiality terms as provided herein.

Confidential Information and Trade Secrets. During the period of my employment You recognize that your position with the CompanyCompany has required considerable responsibility and trust, I acknowledge that and, in reliance on your loyalty, the Company may disclose to me confidential has entrusted you with highly sensitive confidential, restricted and proprietary information involving Trade Secrets and Confidential Information. “Trade Secret” shall be defined as any scientific or technical information, design, process, procedure, formula or improvement that is valuable and not generally known to competitors of the Company which the Company takes great pains to safeguard from unauthorized use and disclosureCompany. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means is any non-public information data or information, other than Trade Secrets, that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeimportant, at all times during my employment and anytime thereafter, to hold in strictest confidencecompetitively sensitive, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in by the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third partiespublic, including, but not limited to technical to, the Company’s business plans, business prospects, training manuals, product development plans, bidding and non-technical datapricing procedures, formulaemarket strategies, patterns, compilations, programs, devices, methods, techniques, drawings, processesinternal performance statistics, financial data, financial confidential personnel information concerning employees of the Company, supplier data, operational or administrative plans, product planspolicy manuals, and lists terms and conditions of actual or potential customers or suppliers contracts and agreements. The terms “Trade Secrets” and “Confidential Information” shall not apply to information which is not commonly known in the public domain and which (i) derives economic valuealready in your possession (unless such information was used in connection with formulating the Company’s business plans, economic obtained by you from the Company or potentialwas obtained by you in the course of your employment by the Company), from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is required to be disclosed by any applicable law. Except as may be required by law or legal process or an order of a court of competent jurisdiction, you will not use or disclose any Trade Secrets or Confidential Information of the subject Company at any time after termination of efforts that are reasonable under employment and prior to such time as they cease to be Trade Secrets or Confidential Information through no act of yours in violation of this Section B(3). Upon termination of employment, you will surrender to the circumstances Company all memoranda, notes, records, plans, manuals or other documents pertaining to maintain its secrecythe Company’s business or your employment (including all copies thereof). You will also leave with the Company all materials involving Trade Secrets or Confidential Information of the Company. All such information and materials, whether or not made or developed by you, shall be the sole and exclusive property of the Company, and you hereby assign to the Company all of your right, title and interest in and to any and all of such information and materials. The Company will not, and will cause the Chief Executive Officer and the other officers and directors of Humana not to, disparage you or your performance, or otherwise take any other action which could reasonably be expected to adversely affect your personal or professional reputation. You will not disparage the Company or any of its executive officers, directors, agents or employees, or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of the Company or any of its directors, officers, agents or employees. Further, and consistent with the foregoing, as of the Transition Date, including for the duration of the Severance Period (as defined in the Humana Inc. Executive Severance Policy), you will not hold yourself out as a source or an expert with respect to the Company’s financial performance or financial or strategic prospects and you will not comment on the same, unless any such comment shall be approved in advance in writing by the Chief Executive Officer of Humana. Nothing in this Agreement, however, shall prevent you from responding accurately to any question, inquiry or request for information that constitutes a trade secret under common lawwhen required by legal or administrative process.

Confidential Information and Trade Secrets. During You acknowledge that during your employment with Company, you have been given access to and use of trade secrets, proprietary data, or other confidential information, which were developed at considerable effort and expense, and which if acquired by competitors of Pier 1 would give them an unfair business advantage. You understand and agree that this information, if used by or disclosed to anyone but Pier 1 and its employees with a need to know, will place Pier 1 at a competitive disadvantage. You further acknowledge that you have not used or disclosed such trade secrets, proprietary data, or other confidential information during your employment with Company, except as authorized in writing by Company or in the period normal exercise of my your job duties for the benefit of Pier 1. In further consideration for the above-recited covenants, promises and statements of understanding between the parties, including the payment described in Section 1 of this Agreement, to which you are otherwise not entitled, you agree that you shall not, without the prior express written consent of the Company, directly or indirectly communicate or disclose, or use for your benefit or the benefit of any other person, firm, association, or corporation, any of the Releasees’ trade secrets, proprietary data or other confidential information, which trade secrets, proprietary data and other confidential information were communicated to or otherwise learned or acquired by you during your employment relationship with the Company, I acknowledge except that the Company you may disclose such matters to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or extent that disclosure is required (a) at the Company’s direction or (b) by a lawful order of a court or other governmental agency of competent jurisdiction. For so long as such matters remain trade secrets, proprietary data, or other confidential information, you agree that you will not use such trade secrets, proprietary data, or other confidential information in connection any way or in any capacity other than as expressly consented to by the Company. Nothing in the above paragraph shall be construed to restrict you from using your general knowledge, skills, and experience acquired during your employment with my work for the Company in future employment whether or unless not such employment is with a direct competitor of Pier 1. Such trade secrets, proprietary data, or other confidential information include, but are not limited to, the Chief Executive Officer following: information concerning strategic marketing plans or product development plans; cost or pricing information; vendor or supplier information; business plans or methods; customer lists or data; information regarding proposed joint ventures, mergers, acquisitions, and other such anticipated or contemplated business ventures of the Company otherwise expressly authorizes Pier 1; projects, whether completed, in writingprogress, or only contemplated; real estate plans and strategy; investment opportunities and other information related to investments of Pier 1, whether past, present or future; confidential financial information; financial planning and analysis modeling and methodology; intellectual property; financial accounting and reporting; tax planning and strategy; personnel information; ideas; discoveries; designs; inventions; improvements; know-how; writings and other works of authorship; computer programs; accounting information; lists; analyses; studies; technology; programs; flow charts; information regarding products or techniques; strategies; or, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public other business information that does not otherwise qualify as Trade Secrets (defined below) that relates in any manner to the actual or demonstrably anticipated business of Pier 1, and which they have not intentionally disclosed to its competitors or research or development to the general public. The obligations set forth herein shall be in addition to any other confidentiality obligations that you may have to any of the Company Releasees. You further acknowledge that the injury the Releasees will suffer in the event of your breach of any covenant or agreement set forth in Sections 5, 6, 7, 8 or 9 herein cannot be compensated by monetary damages alone, and you therefore agree that the Releasees, in addition to and without limiting any other information which is marked “confidential” remedies or which might reasonably be anticipated otherwise, shall have the right to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common lawan injunction against you.

Confidential Information and Trade Secrets. During the period I recognize that my work as an employee of my employment Navient Corporation (together with the Companyall subsidiaries, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidencepredecessors, and affiliates Navient Corporation, “Navient”), brought me into close contact with confidential information and trade secrets of Navient not publicly known. This may include, but is not limited to, know-how, technical data, processes, techniques, developments, inventions, research projects, new products, plans for future developments, responses to use “Requests for Proposals,” “Letters of Understanding,” bid information for government contracts, negotiations for new business ventures or to disclose to any personstrategic alliances, firm or corporationlitigation and potential litigation matters, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer computer code and/or design of the Company otherwise expressly authorizes in writingproprietary loan systems, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand personnel records and agree that “Confidential Information” means any non-public salary information, information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreeabout costs, at all times during my employment and anytime thereafterprofits, to hold in strictest confidencemarkets, sales, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer lists of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but potential customers and/or employees. This list is merely illustrative and confidential information is not limited to technical the illustrations. The term “trade secret” includes all forms and non-technical datatypes of financial, formulaebusiness, scientific, technical, economic, or engineering information, including patterns, plans, compilations, programsprogram devices, devicesformulas, designs, prototypes, methods, techniques, drawings, processes, financial dataprocedures, financial plansprograms, product plansor codes, whether tangible or intangible, and lists of actual whether or potential customers how stored, compiled, or suppliers which is not commonly known memorialized physically, electronically, graphically, photographically, or in writing if (A) the public domain owner thereof has taken reasonable measures to keep such information secret; and which (iB) the information derives independent economic value, economic actual or potential, from not being generally known to, and not being readily ascertainable by through proper means by, other persons another person who can obtain economic value from its the disclosure or use; use of the information. I agree to keep secret all such confidential information and trade secrets of Navient and agree not to, directly or indirectly, disclose or use any such confidential information at any time, except upon Xxxxxxx’s prior written consent. In addition, I recognize that I may have been exposed, by reason of my employment, to certain information, which is confidential or proprietary to third parties. I agree that I will not disclose or use at any time, without the prior written consent of such third party and Navient, any such confidential or proprietary information. I agree that all written and computer stored materials (iiincluding correspondence, memoranda, manuals, notes, and notebooks) which are or were in my possession from time to time (whether or not written or prepared by me) embodying confidential information should be and will remain Navient’s sole property, and I have used all reasonable precautions to assure that all such written and computer stored materials were properly protected and kept from unauthorized persons. I further agree to deliver same, including all copies, promptly to Navient upon termination of my employment. If I am unsure whether certain material or information is confidential, I agree to consult Navient’s Legal Department for resolution and agree to be bound by the subject Legal Department’s decision. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under common seal. If I file a lawsuit for retaliation by Navient for reporting a suspected violation of law, I may disclose the trade secret to my attorney and use the trade secret information in the court proceeding if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order. In addition, nothing in this Agreement or other agreements and policies applicable to me shall be construed as prohibiting or otherwise restricting me from lawfully reporting waste, fraud, or abuse related to the performance of a U.S. government contract to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information (e.g., an agency Office of the Inspector General), nor does this Agreement or other agreements and policies applicable to me prohibit me from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. I am not required to notify Navient of any such communications; provided, however, that nothing herein authorizes the disclosure of information I obtained through a communication that was subject to the attorney-client privilege.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Bank shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that ”). Confidential Information does not otherwise qualify as Trade Secrets include information (defined belowi) that relates has been voluntarily disclosed to the actual or demonstrably anticipated business or research or development of public by the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporationBank, except as where such use public disclosure has been made by Executive without authorization from the Bank; (ii) that has been independently developed and disclosed by others, or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it that has become generally known in otherwise entered the public domain through no fault of my ownlawful means. I understand and agree To the extent that “Trade Secrets” are information, regardless of form, belonging the Confidential Information rises to the Companylevel of a trade secret under applicable law, licensed then Executive shall, during Executive’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which applicable law) (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I acknowledge that the Company may will disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and for a period of two (2) years thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “"Confidential Information” " means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in natureCompany. I further agree, agree at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in within the public domain relevant industry through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

Confidential Information and Trade Secrets. During Employee's employment, the period of my employment with the Company, I Parties acknowledge that the Company may disclose Employee will have access to me confidential and proprietary otherwise make use of, acquire, create, or add to, certain valuable, unique, proprietary, and secret information of the Company (whether tangible or intangible and whether or not electronically kept or stored), including financial information, financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers and the Company, and other proprietary documents, materials, or information indigenous to the Company, its businesses and activities, or the manner in which the Company takes great pains does business, which is valuable to safeguard from unauthorized use the Company in conducting its business because the information is kept confidential and disclosureis not generally known to the Company's competitors or to the general public ("Confidential Information"). I agree at all times during the term of my employment and thereafter, to hold in strictest confidenceConfidential Information shall not include information if, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates only to the actual extent that: (a) is or demonstrably anticipated business or research or development becomes a part of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault act or omission of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging the Employee; (b) was in the Employee's lawful possession prior to the disclosure and had not been obtained by the Employee either directly or indirectly from the Company, licensed by it, or ; (c) is lawfully disclosed to it the Employee by a third party without restriction on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which disclosure; (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (iid) is independently developed by the subject Employee other than in his role as an employee with the Company; or (e) is disclosed by the Employee pursuant to a requirement of efforts a governmental agency, regulatory body or by operation of law, provided that are reasonable under the circumstances Employee shall disclose only that part of the Confidential Information which it is required to maintain its secrecy, disclose and shall notify the Company prior to such disclosure in a timely fashion in order to permit the Company to attempt to prevent or any other information restrict such disclosure should it so elect. Employee acknowledges and agrees that constitutes to the extent that the Confidential Information rises to the level of a trade secret under common applicable law, then Employee shall, during Employee's employment and for as long as such Confidential Information remains a trade secret (or for the maximum period of time allowed under applicable trade secret law), protect and maintain the confidentiality of such trade secrets and refrain from disclosing, copying, or using any such trade secrets without the Company's prior written consent, except as necessary in Employee's performance of Employee's duties while employed with the Company. To the extent that the Confidential Information defined above does not rise to the level of a trade secret under applicable law, Employee will, during Employee's employment and for a period of three (3) years following the date of any voluntary or involuntary termination of Employee's employment, protect and maintain the confidentiality of the Confidential Information and refrain from disclosing, copying, or using any Confidential Information without the Company's prior written consent, except as necessary in Employee's performance of Employee's duties while employed with the Company.

Confidential Information and Trade Secrets. During Executive agrees to protect and hold in confidence all Trade Secrets and Confidential Information ("Company Information") belonging to the period Company that Executive has received through or as a result of my Executive's employment with by the Company and to take no action that may cause any such information to lose its character as Company Information. Executive shall neither disclose, divulge nor communicate to any third party any Trade Secrets belonging to the Company unless compelled by court order. For purposes of this Section 8, "Confidential Information" means confidential data and confidential information relating to the Company's business (which does not rise to the status of a Trade Secret) which has value to the Company and is not generally known to its competitors, such as Company pricing information, marketing information, profit margins, customer preferences, patient and customer lists, and other financial marketing and sales information that would have value if disclosed to competitors. Confidential Information shall not include any data or information that (i) has been voluntarily disclosed to the public by the Company, I acknowledge that the Company may disclose to me confidential (ii) has been independently developed and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates disclosed to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agreepublic by others, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it has become generally known in otherwise enters the public domain through no fault lawful means, or (iv) was already known by Executive at the time of my owndisclosure. I understand The provisions in this Agreement restricting the disclosure and agree that “use of Confidential Information shall survive for a period of five (5) years following the execution of this Agreement. For purposes of this Section 8, "Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, " means information including, but not limited to to, technical and or non-technical data, formulaeformulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and or service plans or lists of actual or potential customers or suppliers which is not commonly known in the public domain and or customer preferences which (i1) derives economic value, economic actual or potential, from not being generally known to, and not being readily ascertainable by proper means bymeans, by other persons who can obtain economic value from its disclosure or use; and (ii2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other . The provisions in this Agreement restricting the disclosure and use of Trade Secrets shall survive the execution of the Agreement and shall survive for so long as the respective information that constitutes qualifies as a trade secret under common applicable law.

Confidential Information and Trade Secrets. During the period of my employment with the Company, I The Parties acknowledge that the Company may Bank shall disclose during the Term, or has already disclosed, to me confidential Executive for use in Executive’s employment, and proprietary that during the Term Executive will be provided access to and otherwise make use of, acquire, create, or add to certain valuable, unique, proprietary, and secret information of the Company Bank (whether tangible or intangible and whether or not electronically kept or stored), including financial statements, drawings, designs, manuals, business plans, processes, procedures, formulas, inventions, pricing policies, customer and prospect lists and contacts, contracts, sources and identity of vendors and contractors, financial information of customers of the Bank, and other proprietary documents, materials, or information indigenous to the Bank, relating to its businesses and activities, or the manner in which the Company takes great pains Bank does business, which is valuable to safeguard from unauthorized use the Bank in conducting its business because the information is kept confidential and disclosure. I agree at all times during is not generally known to the term of my employment and thereafter, to hold in strictest confidence, and not to use Bank’s competitors or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless general public (the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that ”). Confidential Information does not otherwise qualify as Trade Secrets include information (defined belowi) that relates has been 122921919v3 4854-8745-4486 v.2 072446/00002, 3:54 PM, 03/17/2022 voluntarily disclosed to the actual or demonstrably anticipated business or research or development of public by the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporationBank, except as where such use public disclosure has been made by Executive without authorization from the Bank; (ii) that has been independently developed and disclosed by others; or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined belowiii) before it that has become generally known in otherwise entered the public domain through no fault of my ownlawful means. I understand and agree To the extent that “Trade Secrets” are information, regardless of form, belonging the Confidential Information rises to the Companylevel of a trade secret under applicable law, licensed then Executive shall, during Executive’s employment and for so long as the Confidential Information remains a trade secret under applicable law (or for the maximum period of time otherwise allowed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which applicable law) (i) derives economic value, economic or potential, from not being generally known to, protect and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; maintain the confidentiality of such trade secrets and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecyrefrain from disclosing, copying, or using any other information such trade secrets, without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank. To the extent that constitutes the Confidential Information defined above does not rise to the level of a trade secret under common applicable law, Executive shall, during Executive’s employment and following any voluntary or involuntary termination of employment, (i) protect and maintain the confidentiality of the Confidential Information and (ii) refrain from disclosing, copying, or using any Confidential Information without the Bank’s prior written consent, except as necessary in Executive’s performance of Executive’s duties while employed with the Bank.