Common use of Confidential Information Clause in Contracts

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee acknowledges and agrees that the Company considers to be confidential the information and data obtained by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained him while employed by the Company that is not generally available to concerning the industry in which Company competes actual or anticipated business or affairs of the Company, its subsidiaries or affiliates (hereinafter "collectively, “Confidential Information")”) and that such Confidential Information is the property of the Company and/or the respective subsidiary or affiliate. Therefore, Employee agrees that during Employee shall not disclose to any unauthorized person or use for Employee’s own purposes any Confidential Information without the prior written consent of the Board, unless and after to the extent that the aforementioned matters become generally known to and available for use by the public or persons knowledgeable in the Company’s industry other than as a result of Employee’s acts or omissions which constitute a breach hereof. Employee shall deliver to the Company at the termination (whether voluntary or otherwise) of Employee’s employment, he/she will not directly or indirectly use or divulge such Confidential Information for at any reason. Employee will also, upon other time the Company's Company may request, return all writings memoranda, notes, plans, records, reports, computer tapes, printouts and software and other media containing Confidential Information in Employee's possession or under Employee's control documents and data (and copies thereof) relating to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, Work Product (bas defined below) not copy, publish, disclose or the business or business anticipated to others or use the Confidential Information except as expressly permitted be conducted by the ownerCompany within one year of termination, its subsidiaries or affiliates (c) return including, without limitation, trade secrets, business or destroy all marketing plans, reports, projections, diskettes, intangible information stored on diskettes, software programs and data compiled with the use of those programs, tangible copies of Confidential Information upon request trade secrets and confidential information, memoranda, credit cards, telephone charge cards, manuals, building keys and passes, cell phones, computers, names and addresses of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company Company’s or its affiliates subsidiaries’ or affiliates’ customers and potential customers, customer lists, customer contracts, sales information and any customer and all other similar information or client of Company property) which Employee may then possess or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companyhave under Employee’s control. Employee further agrees that in the event Employee discovers any writingother materials of the Company, discoveryits subsidiaries or affiliates in Employee’s possession or control after the Termination Date, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the Employee will immediately return such property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges The Company agrees that by reason during the course of and in connection with the Executive’s employment he/she may have with the Company, the Company will provide and the Executive agrees to accept access to Convergent's trade secrets and knowledge of Confidential Information (as well as other confidential or proprietary hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its subsidiaries and their respective businesses, personnel, customer records information, including trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to: personnel information, payroll informationkeys, profit and loss statementscomputers, budget statements and projectionscredit cards, balance sheetscompany car, client informationmemoranda, Company and member financial informationnotes, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansrecords, business transactionsreports, pending negotiationscomputer tapes, supplier or vendor relationshipsprintouts and software, contract terms, and pricing and cost informationConfidential Information in any form whatsoever, and other information developed or obtained by documents and data (and copies thereof) and relating to the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer subsidiary which he may then posses or client of Company have under his control or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee acknowledges that by reason In order to assist Independent Contractor in the performance of employment he/she the Services, VelaTel may have access supply Independent Contractor, from time to Convergent's time, with information concerning VelaTel and the VelaTel Group, and their respective customers and suppliers, hereinafter referred to as "Confidential Information." Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets as well as other confidential or proprietary informationknow-how, including including, but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, information which may be learned from VelaTel and/or the VelaTel Group before and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by VelaTel and Independent Contractor is advised in writing by VelaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by VelaTel and agrees not to disclose any information regarding it to any third party, without VelaTel's prior written consent. All documents containing Confidential Information shall be exposed returned to certain VelaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement. Notwithstanding the foregoing, such duty of confidentiality shall not extend to information pertaining which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to VelaTel's Confidential Information. The duties of confidentiality imposed by this Agreement shall survive any termination or provided expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which without VelaTel's prior written consent thereto. All such data and information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose delivered to others or use the Confidential Information except as expressly permitted VelaTel by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightIndependent Contractor at VelaTel's request.

Confidential Information. Employee (a) The Executive specifically acknowledges that by reason of employment he/she may have access to Convergent's any trade secrets as well as other or confidential business and technical information of the Company or proprietary informationits vendors, including but not limited to: personnel informationsuppliers or customers, payroll informationwhether reduced to writing, profit maintained on any form of electronic media, or maintained in mind or memory and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained whether compiled by the Executive or the Company that is not generally available to the industry in which Company competes (hereinafter collectively, "Confidential Information"). Employee agrees that during and after employment, he/she will derives independent economic value from not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining being readily known to or provided ascertainable by third parties, whether clients proper means by others; that reasonable efforts have been made by the Company to maintain the secrecy of such information; that such information is the sole property of the Company or its affiliates vendors, suppliers, or notcustomers and that any retention, that is designated as confidential use or disclosure of such information by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain Executive during the exclusive property of the owner and that Employee shall: Employment Term (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of performing duties and obligations of employment with the ServicesCompany) or any time after termination thereof, and abide shall constitute misappropriation of the trade secrets of the Company or its vendors, suppliers, or customers, provided that Confidential Information shall not include: (i) information that is at the time of disclosure public knowledge or generally known within the industry, (ii) information deemed in all respects good faith by the terms Executive, while employed by the Company, desirable to disclose in the course of any performing the Executive's duties, (iii) information the disclosure of which the Executive in good ▇▇▇▇▇ ▇▇▇▇▇ necessary in defense of the Executive's rights provided such nondisclosure agreements which bind Company. Employee further agrees that any writingdisclosure by the Executive is limited to only disclose as necessary for such purpose, discovery, invention, innovationor (iv) information disclosed by the Executive to comply with a court, or other product developed as part lawful compulsory, order compelling him to do so, provided the Executive gives the Company prompt notice of the receipt of such order and the disclosure by the Executive is limited to only disclosure necessary for such purpose. (b) The Executive acknowledges that the Company from time to time may have agreements with other persons or in connection with the ServicesUnited States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. If the Executive's duties hereunder will require disclosures to be made to him subject to such obligations and any work materials relating restrictions, the Executive agrees to be bound by them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergentbecome, and will continue to be allowed to become, acquainted with the Company's business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company's and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansits predecessors' operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the "Confidential Information") concerning the Company's and its predecessors' business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the "Hotel Industry"), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that the confidential information and data obtained by reason him during the course of employment he/she his performance under this Agreement concerning the business or affairs of Employer, or any entity related thereto, are the property of Employer and will be confidential to Employer. Such confidential information may have access to Convergent's trade secrets as well as other confidential or proprietary informationinclude, including but is not limited to: personnel information, payroll informationspecifications, profit designs, and loss statementsprocesses, budget statements and projectionsproduct formulae, balance sheetsmanufacturing, client information, Company and member financial informationdistributing, marketing plans and strategiesor selling processes, market researchsystems, client and other mailing procedures, plans, know-how, services or material, trade secrets, devices (whether or not patented or patentable), customer or supplier lists, annual operating price lists, financial information including, without limitation, costs of materials, manufacturing processes and distribution costs, business plans, Company strategic plans, business transactions, pending negotiations, supplier prospects or vendor relationships, contract termsopportunities, and pricing software and cost informationdevelopment or research work, and other information developed but does not include Employee's general business or obtained by direct marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Employer and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) he will not copy, publish, disclose to others any unauthorized persons or use for his own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without Employer's written consent. Employee agrees to deliver to Employer at the ownertermination of this employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (cand copies thereof) return relating to the business of Employer, or destroy all copies of any entity related thereto, which he may then possess or have under his direct or indirect control. Notwithstanding any provision herein to the contrary, the Confidential Information upon request of shall specifically exclude information which is publicly available to Employee and others by proper means, readily ascertainable from public sources known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party, and (d) execute any further nondisclosure agreements as may information required to be reasonably required disclosed by Company or its affiliates or any customer or client of Company or its affiliates law provided Employee provides notice to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationEmployer to seek a protective order, or other product developed as part of or in connection information disclosed by Employee to his attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee The Executive acknowledges that by reason of his employment he/she may have access to Convergent's will fully familiarize the Executive with the trade secrets as well as other and confidential or and proprietary informationinformation of the Employer (the “Confidential Information”). Examples of the Employer’s Confidential Information include, including but not limited to: personnel informationwithout limitation, payroll informationinformation regarding the Employer’s costs, profit and loss statementsprofits, budget statements and projectionsmarkets, balance sheetssales, client informationproducts, Company and member financial informationkey personnel, marketing plans and strategiesoperational methods, market research, client and other mailing lists, annual operating plans, Company strategic planstechnical processes, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationstrategies, and other information developed which the Employer engages in efforts to protect from disclosure or obtained discovery by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during its competitors, actual and after employmentprospective clients, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergentthird parties. These obligations are in addition to any obligations Employee has under state or federal law. Employee The Executive further acknowledges that Employee may, the unintentional or intentional disclosure of the Employer’s Confidential Information would have a material adverse effect on the operations and development of the Employer’s business. The Executive therefore covenants and agrees as set forth below: 11.1 The Executive will during the term of this AgreementTerm and for one (1) year thereafter, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of keep secret all Confidential Information, (b) and will not copy, publish, intentionally disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request to anyone outside of the Employer and its subsidiaries and affiliates and their respective advisors, directors, officers, employees, agents, consultants, financing sources and other partyrepresentatives, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or than in connection with the ServicesExecutive’s performance of his duties under this Agreement except with the Employer’s consent, provided that: (i) the Executive shall have no such obligation to the extent Confidential Information is or becomes publicly known, other than as a result of the Executive’s breach of his obligations hereunder; and (ii) the Executive may, after giving prior notice to the Employer to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; provided, however, that if the Executive is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information pursuant to the foregoing clause (ii), he agrees to use reasonable efforts to provide the Employer with prompt notice of each such request so that the Employer may seek an appropriate protective order or waive compliance by the Executive with the provisions of this Agreement or both; provided, further, that if, absent the entry of a protective order or the receipt of a waiver under this Agreement, the Executive is, in the opinion of his counsel, legally compelled to disclose such Confidential Information under pain of liability for contempt or other censure or penalty (civil or criminal), the Executive may disclose such information to the persons and to the extent required without liability under this Agreement. In such event, the Executive shall give the Employer written notice of such disclosure, in reasonable detail, as soon as possible, but in any event not later than concurrently with making such disclosure, and the Executive shall exercise his reasonable commercial efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information so disclosed. 11.2 The Executive will, at his option: (i) deliver promptly to the Employer at the termination of his employment by the Employer, or at any other time the Employer may so request, all memoranda, notes, records, reports, and other documents (including, without limitation, drafts, whole or partial copies, and information stored or maintained electronically, magnetically, in a computer, or through any other medium invented in the future) relating to the Employer’s business, which he obtained while employed by, or otherwise serving or acting on behalf of, the Employer and which he may then possess or have under his control (the “Records”); or (ii) in lieu of subclause (i) above, the Executive shall destroy all of the Records, return all tangible property of the Employer containing any Records which is possessed by the Executive, and shall deliver to the Employer a signed affirmation to that effect. 11.3 The Executive’s duties may require that he enter into confidentiality agreements, nondisclosure agreements, or comparable agreements with third parties, and a third party may require the Executive’s entry into such an agreement(s) personally and on behalf of the Employer. In any such event, the Executive agrees to engage in reasonable efforts to perform any such agreement. 11.4 During the Term, the Employer may adopt or implement additional Confidential Information policies, procedures, or requirements in connection with the Employer’s business, and any work materials relating to themsuch policies, shall be procedures, or requirements will supplement this Section 11, without additional consideration from the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining Employer to the protection of copyrights or other intellectual property rights. Nothing Executive, except to the extent, if any, that they conflict with this Agreement, in which event this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightshall control and govern.

Confidential Information. Employee acknowledges recognizes that by reason Employer's business and the business of employment he/she may have access other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to Convergentbe developed in the future which will be referred to in this Agreement as "Confidential Trade Information." Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer's trade secrets as well as other confidential business and the business of corporations affiliated with Employer or proprietary information, including but not limited to: personnel information, payroll information, profit any of their potential future business and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that which is not generally available to and publicly known. Without limiting the industry in which Company competes (hereinafter "foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information"). Employee agrees that to protect and preserve as confidential during the term hereof, and at all times after employmentits termination or expiration, he/she will not directly all of the Confidential Trade Information at any time known to Employee or indirectly use or divulge such Confidential Information for at any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information time in Employee's possession or under control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee's control ) to Convergentuse in any way, except for the benefit of Employer and as directed by ▇▇▇▇▇▇▇▇, any of the Confidential Trade Information. These obligations are in addition Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any obligations Employee has under state of the Confidential Trade Information, whether prepared or federal lawacquired by or provided to Employee. Employee further acknowledges that Employee mayall such records, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that items and media are at all Confidential Information times and shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges that The FRANCHISEE shall keep secret and confidential and shall not disclose, without the prior written approval of the FRANCHISER, which approval may be granted or withheld conditionally or unconditionally at the absolute discretion of the FRANCHISER, to any, third party nor use nor permit or suffer any third party to use for any purpose the knowhow, contents, designs etc entrusted to the FRANCHISEE by reason the FRANCHISER. The FRANCHISEE shall not be a party to the doing or neglecting to do of employment he/she may have access to Convergent's any act whereby any industrial or intellectual property including trade secrets as well as and business reputation owned by the FRANCHISER and any company related to it and which the FRANCHISEE is authorized to use (including the goodwill of the business in respect of which this franchise is granted and used in connection with this franchise) may be prejudicially affected either during the term or afterwards. The FRANCHISEE shall maintain secrecy about the methods of the FRANCHISER including any manuals issued by the FRANCHISER, any technical know-how, trade secrets, market opportunities, advertising and publicity materials belonging to the FRANCHISER, both during the currency of this agreement and after it is terminated. In order to protect the trade secrets and other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained as also in lieu of the know-how received by the Company that is not generally available FRANCHISEE from the FRANCHISER so as to be able to fulfil its obligations as part of the industry in which Company competes (hereinafter "Confidential Information"). Employee franchise, the FRANCHISEE agrees that during the term and even after employmenttermination for a period of three years thereof, he/she the FRANCHISEE shall not be concerned or interested either directly or indirectly in any similar business or in providing services similar to the services provided as part of the franchise. As part of its obligations to maintain secrecy, the FRANCHISEE will not at any time within three years after the termination of this Agreement; Solicit the customers involved with this franchise with the intent of taking them as customers of his new business. Employ or offer to employ any person who immediately before such employment or offer of employment was employed by FRANCHISER and not directly or indirectly use to induce such person to leave his or divulge her employment. The FRANCHISEE shall ensure that all its staff, employees, agents etc. engaged in the franchise also fulfill the confidentiality obligations set out hereinabove. In the event of any breach of confidentiality coming to the attention of the FRANCHISEE, the FRANCHISEE must immediately bring such Confidential Information for breach to the attention of the FRANCHISER, and detail in writing the circumstances, substance and nature of the breach as well as the names and addresses of any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession persons known or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential suspected by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose FRANCHISEE to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, have been involved in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightbreach.

Confidential Information. a. The Employee acknowledges that by reason of employment he/she the Company continually develops Confidential Information, that the Employee may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, develop Confidential Information for the Company and member financial informationthat the Employee may learn of Confidential Information during the course of employment. The Employee agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees that he shall never disclose to any person, marketing plans and strategiescorporation or other entity, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsexcept as required for the proper performance of his/her regular duties for the Company, and pricing and cost informationshall never use for his/her own benefit or that of another, and other information developed or any Confidential Information obtained by the Employee incident to his/her employment or other association with the Company or any of its affiliates or subsidiaries. The Employee understands that this restriction will continue to apply throughout his/her employment and after his/her employment terminates, regardless of the reason for such termination; provided, however, that the obligations contained in this Section 7 shall not apply to any Confidential Information that becomes publicly known through no fault of the Employee or that the Employee is otherwise required by law or regulation to disclose. b. As used in this Agreement, "Confidential Information" means any and all information of the Company, its subsidiaries and affiliates, that is not generally available known by others with whom any of them competes or does business, or with whom any of them plans to compete or do business, including without limitation any and all information concerning the industry in which identity and special needs of the customers of the Company, its subsidiaries and affiliates and the people and organizations with whom any of them has business relationships and those relationships. Confidential Information also includes any information received by the Company competes (hereinafter "Confidential Information"). Employee agrees or any of its subsidiaries or affiliates from others with any understanding, express or implied, that during and after employment, he/she it will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosed.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company ("Company Inventions"). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Confidential Information and Company Inventions developed on behalf of Company are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) competitors who do not copy, publish, disclose to others know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kind, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company's business including any that contain any Confidential Information or Company Inventions.

Confidential Information. The Employee recognizes and acknowledges that by reason certain assets of employment he/she may have access to Convergent's the Employer and the other Interface Companies, including, without limitation, information regarding customers, pricing policies, methods of operation, proprietary production processes, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets as well as other confidential or proprietary information(hereinafter called “Confidential Information”) are valuable, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsspecial, and pricing unique assets of the Interface Companies and cost informationtheir affiliates. The Employee shall not, and during or after his term of employment, disclose any or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder; provided, that Confidential Information shall in no event include (a) information developed or obtained by the Company that is not which was generally available to the industry public at the time of disclosure by the Employee or (b) information which becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in which Company competes (hereinafter "whole or in part) or extracts of any items relating to the Confidential Information"). Nothing contained within this Section 8 shall prohibit Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such from disclosing Confidential Information for if such disclosure is required pursuant to any reasonfinal and non appealable order, judgment or decree of any governmental authority. Nothing contained within this Section 8 shall prohibit Employee will also, upon the Company's request, return all writings and other media containing from disclosing Confidential Information in Employee's possession if such disclosure is required by law, governmental process or under Employee's control valid legal process. In the event that the Employee is legally compelled to Convergentdisclose any of the Confidential Information, he shall provide the Employer with prompt written notice so that the Employer, at its sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. These obligations are in addition to any obligations Employee has under state In the event that such protective order or federal law. Employee further acknowledges other remedy is not obtained, or that Employee may, during the term Employer waives compliance with the provisions of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients the Employee shall furnish only that portion of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted that he is advised by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcounsel is legally required.

Confidential Information. Employee acknowledges (a) Executive understands that by reason of the Company continually obtains and develops valuable proprietary and confidential information concerning its scientific or business affairs (the “Confidential Information”) which may become known to him in connection with his employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes Company. (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further b) Executive acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information Information, whether or not in writing and whether or not labeled or identified as confidential or proprietary, is and shall remain the exclusive property of the owner Company or the third party providing such information to Executive or the Company. By way of illustration, but not limitation, Confidential Information may include Inventions (as defined in Section 9(a)), trade secrets, technical information, know-how, research and development activities of the Company, product and marketing plans, customer and supplier information and information disclosed to the Company or to him by third parties of a proprietary or confidential nature or under an obligation of confidence. Confidential Information is contained in various media, including without limitation, patent applications, research data and observations, records of clinical trials, computer programs in object and/or source code, technical specifications, laboratory notebooks, supplier and customer lists, internal financial data and other documents and records of the Company. (c) Executive agrees that Employee shall: (a) maintain Executive shall not, during the confidentiality term of his engagement by the Company and secrecy of all Confidential Information, (b) not copythereafter, publish, disclose or otherwise make available to others or use the any third party any Confidential Information except as expressly permitted authorized herein or in writing by the owner, (c) return or destroy all copies of Company. Executive may disclose Confidential Information upon request to (i) directors, employees, consultants and representatives of the Company, to (ii) accountants, financial advisors and counsel of Executive, who have a bona fide need to know such information and who are bound by an obligation not to use or disclose such information without authorization from the Company and to (iii) other party, parties that enter into confidentiality or non-disclosure agreements with the Company and (d) execute any further nondisclosure agreements as may to whom such Confidential Information will be reasonably required by Company or its affiliates or any customer or client disclosed for legitimate business purposes of Company or its affiliates to which the Services apply, Company. Executive agrees that Executive shall use such Confidential Information only in the course performance of his duties for the Services, Company and abide in all respects by the terms of accordance with any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Company policies with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining respect to the protection of copyrights Confidential Information. Executive agrees not to use such Confidential Information for his own benefit or for the benefit of any other intellectual property rightsperson or business entity. (d) Executive agrees to exercise all reasonable precautions to protect the integrity and confidentiality of Confidential Information in his possession and not to remove any materials containing Confidential Information from the Company’s premises except to the extent necessary to his employment for the benefit of the Company. Nothing in this Agreement constitutes Upon the termination of his employment by the Company, or at any grant of license or assignment with respect time upon the Company’s request, Executive shall return immediately to the Company any and all materials containing any Confidential Information then in his possession or any trademarkunder his control. (e) Confidential Information shall not include information which (i) is or becomes generally known within the Company’s industry or otherwise through no fault of Executive; (ii) was known to him at the time it was disclosed as evidenced by his written records at the time of disclosure; (iii) is lawfully and in good faith made available to him by a third party who did not derive it from the Company and who imposes no obligation of confidence on Executive; or (iv) is required to be disclosed by a governmental authority or by order of a court of competent jurisdiction, copyright, patent provided that Executive shall cooperate with the Company at its expense in seeking to obtain all applicable governmental or other intellectual property rightjudicial protection available for like material and provide reasonable advance notice to the Company.

Confidential Information. The Employee hereby acknowledges that by reason of in connection with the Employee’s employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that the Employee will be exposed to and may obtain certain Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is not generally made, developed or compiled by the Employee or otherwise has been or is made available to the industry in which Employee) regarding the business and operations of the Company competes (hereinafter "Confidential Information")and its subsidiaries or affiliates. Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. The Employee further acknowledges that Employee maysuch Confidential Information is unique, during valuable, considered trade secrets and deemed proprietary by the term Company. For purposes of this Agreement, be exposed “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company, Linn Energy or their direct or indirect subsidiaries relating to certain information pertaining to Business Opportunities or provided by third partiesIntellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company, Linn Energy or their direct or indirect subsidiaries, whether clients of Company oral or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner and that Company, Linn Energy or their direct or indirect subsidiaries, as the case may be. The Employee shall: (a) maintain further agrees, except for disclosures occurring in the confidentiality and secrecy good faith performance of the Employee’s duties for the Company, Linn Energy or their direct or indirect subsidiaries, during the Employment Term, the Employee will hold in the strictest confidence all Confidential Information, (b) not copyand will not, publishboth during the Employment Term and for a period of five years after the Termination Date, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by or use any Confidential Information, directly or indirectly, for the ownerEmployee’s own benefit or profit or allow any person, (c) return entity or destroy all copies of Confidential Information upon request third party, other than the Company, Linn Energy or their direct or indirect subsidiaries and authorized executives of the other partysame, and (d) execute to use or otherwise gain access to any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or the Employee’s agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Company, Linn Energy or their direct or indirect subsidiaries. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or any trademarkis consented to by the Company or Linn Energy; provided, copyrighthowever, patent or other intellectual property rightthat if and when such a disclosure is required by law, the Employee promptly will provide the Company with notice of such requirement, so that the Company may seek an appropriate protective order.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "“Confidential Information"”). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company (“Company Inventions”). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients and Company Inventions developed on behalf of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company’s competitors who do not know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kinds, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company’s business including any that contain any Confidential Information or Company Invention.

Confidential Information. (a) The Employee acknowledges that by reason (i) during employment by, and as a result of employment he/she may have the Employee’s relationship with, the Company, the Employee will obtain knowledge of and gain access to Convergent's information regarding the business, operations, products, proposed products, production methods, processes, customer lists, advertising, marketing and promotional plans and materials, price lists, pricing policies, financial information and other trade secrets as well as of the Company, other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsinformation of, and pricing and cost informationmaterial proprietary to, and other information developed the Company or obtained designated as being confidential by the Company that which is not generally available known to persons outside of the Company, including information and material originated, discovered or developed in whole or in part by the Employee (collectively referred to herein as “Confidential Information”), (ii) the direct and indirect disclosure of any such Confidential Information to existing or potential competitors of the Company would place the Company at a competitive disadvantage and would do damage, monetary or otherwise, to the industry business of the Company; and (iii) the engaging by the Employee in which Company competes (hereinafter "any of the activities prohibited by this Section 1 may constitute improper appropriation and/or use of such information and trade secrets. The Employee expressly acknowledges the trade secret status of the Confidential Information")Information and that the Confidential Information constitutes a protectable business interest of one or more members of the Company. Accordingly, the Employee agrees that during the Period of Employment with the Company (or any member thereof) and, to the fullest extent permitted by law, thereafter, the Employee will, in a fiduciary capacity for the benefit of the Company, hold all Confidential Information strictly in confidence and after employment, he/she will not directly or indirectly use reveal, report, disclose, publish or divulge transfer any of such Confidential Information to any person, firm or other entity, or utilize any of the Confidential Information for any reason. Employee will alsopurpose, upon except in furtherance of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during ’s employment with the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property with any member of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others Company or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightlaw.

Confidential Information. Employee acknowledges that Any information or data furnished by reason DBS or its related corporations to Vendor under the PO in the form of employment he/she may have access all financial, marketing, sales, technical, operational, commercial, and human resource information, and all trade secrets, business plans, projects, financial and/or contractual arrangements, forecasts, accounting and tax records, strategies, models, product information, processes, formulas, specifications, requirements, designs, drawings, reprints, equipment, prototypes, forecasts, schedules, plans, processes, know-how, product or service information, pricing, DBS’ and its related corporations’ customer, client or vendor information, all financial and account information and data of and /or belonging to Convergent's trade secrets as well as other confidential such clients, customers and vendors, technical, operational, business or proprietary information, including but not limited to: personnel informationor other information which DBS designates as being confidential or which, payroll informationunder the circumstances surrounding disclosure, profit and loss statementsought to be treated as confidential, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsshall be deemed DBS Confidential Information (“DBS Confidential Information”), and pricing and cost informationshall remain DBS’ and/or its related corporations’ property, and other information developed be kept confidential. DBS Confidential Information shall, DBS’ request, be promptly destroyed or obtained returned to DBS or such related corporations with the exception of a copy that may be retained by the Company Vendor in keeping with statutory record retention requirements and so long as the information continues to be treated as confidential. Unless required by law, Vendor shall not disclose, without DBS’ written permission, any DBS Confidential Information to any person except its employees on a strict “need to know” basis provided that is not generally available to it shall procure that such employees are made aware of and are bound by the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employmentconfidentiality obligations hereunder, he/she will not directly or indirectly nor shall Vendor use or divulge such the DBS Confidential Information for any reasonpurpose other than for performing this PO. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to Insofar as Vendor may come into contact with any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company DBS or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any related corporation’s customer or client information during the performance of Company or its affiliates this PO, Vendor undertakes to which comply strictly with the Services applystatutory and common law requirements on data privacy and confidentiality in Hong Kong, in including the course Personal Data (Privacy) Ordinance (Cap. 486), regulations and requirements issued by the Hong Kong Office of the ServicesPrivacy Commissioner for Personal Data, and abide in to take all respects by steps to maintain the terms strict confidentiality of any such nondisclosure agreements which bind Companyinformation indefinitely. Employee further agrees that any writingThe obligations under this clause shall survive cancellation, discovery, invention, innovationtermination, or other product developed as part completion of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightPO.

Confidential Information. Employee The Executive acknowledges that by reason of his employment he/she may have access to Convergent's will fully familiarize the Executive with the trade secrets as well as other and confidential or and proprietary informationinformation of the Employer (the “Confidential Information”). Examples of the Employer’s Confidential Information include, including but not limited to: personnel informationwithout limitation, payroll informationinformation regarding the Employer’s costs, profit and loss statementsprofits, budget statements and projectionsmarkets, balance sheetssales, client informationproducts, Company and member financial informationkey personnel, marketing plans and strategiesoperational methods, market research, client and other mailing lists, annual operating plans, Company strategic planstechnical processes, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationstrategies, and other information developed which the Employer engages in efforts to protect from disclosure or obtained discovery by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during its competitors, actual and after employmentprospective clients, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergentthird parties. These obligations are in addition to any obligations Employee has under state or federal law. Employee The Executive further acknowledges that Employee may, the unintentional or intentional disclosure of the Employer’s Confidential Information would have a material adverse effect on the operations and development of the Employer’s business. The Executive therefore covenants and agrees as set forth below: 11.1 The Executive will during the term of this AgreementTerm and for one (1) year thereafter, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of keep secret all Confidential Information, (b) and will not copy, publish, intentionally disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request to anyone outside of the Employer and its subsidiaries and affiliates and their respective advisors, directors, officers, employees, agents, consultants, financing sources and other partyrepresentatives, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or than in connection with the ServicesExecutive’s performance of his duties under this agreement except with the Employer’s consent, provided that: (i) the Executive shall have no such obligation to the extent Confidential Information is or becomes publicly known, other than as a result of the Executive’s breach of his obligations hereunder; and (ii) the Executive may, after giving prior notice to the Employer to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; provided, however, that if the Executive is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information pursuant to the foregoing clause (ii), he agrees to use reasonable efforts to provide the Employer with prompt notice of each such request so that the Employer may seek an appropriate protective order or waive compliance by the Executive with the provisions of this agreement or both; provided, further, that if, absent the entry of a protective order or the receipt of a waiver under this agreement, the Executive is, in the opinion of his counsel, legally compelled to disclose such Confidential Information under pain of liability for contempt or other censure or penalty (civil or criminal), the Executive may disclose such information to the persons and to the extent required without liability under this agreement. In such event, the Executive shall give the Employer written notice of such disclosure, in reasonable detail, as soon as possible, but in any event not later than concurrently with making such disclosure, and the Executive shall exercise his reasonable commercial efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information so disclosed. 11.2 The Executive will, at his option: (i) deliver promptly to the Employer at the termination of his employment by the Employer, or at any other time the Employer may so request, all memoranda, notes, records, reports, and other documents (including, without limitation, drafts, whole or partial copies, and information stored or maintained electronically, magnetically, in a computer, or through any other medium invented in the future) relating to the Employer’s business, which he obtained while employed by, or otherwise serving or acting on behalf of, the Employer and which he may then possess or have under his control (the “Records”); or (ii) in lieu of subclause (i) above, the Executive shall destroy all of the Records, return all tangible property of the Employer containing any Records which is possessed by the Executive, and shall deliver to the Employer a signed affirmation to that effect. 11.3 The Executive’s duties may require that he enter into confidentiality agreements, nondisclosure agreements, or comparable agreements with third parties, and a third party may require the Executive’s entry into such an agreement(s) personally and on behalf of the Employer. In any such event, the Executive agrees to engage in reasonable efforts to perform any such agreement. 11.4 During the Term, the Employer may adopt or implement additional Confidential Information policies, procedures, or requirements in connection with the Employer’s business, and any work materials relating to themsuch policies, shall be procedures, or requirements will supplement this Section 11, without additional consideration from the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining Employer to the protection of copyrights or other intellectual property rights. Nothing Executive, except to the extent, if any, that they conflict with this agreement, in which event this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightagreement shall control and govern.

Confidential Information. Employee acknowledges The Company agrees that by reason during the course of and in connection with the Executive’s employment he/she may have with the Company, the Company will provide and the Executive agrees to accept access to Convergent's trade secrets and knowledge of Confidential Information (as well as other confidential or proprietary hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its Subsidiaries and their respective businesses, personnel, customer records information, including trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its Subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to: personnel information, payroll informationkeys, profit and loss statementscomputers, budget statements and projectionscredit cards, balance sheetscompany car, client informationmemoranda, Company and member financial informationnotes, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansrecords, business transactionsreports, pending negotiationscomputer tapes, supplier or vendor relationshipsprintouts and software, contract terms, and pricing and cost informationConfidential Information in any form whatsoever, and other information developed or obtained by documents and data (and copies thereof) and relating to the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer subsidiary which he may then possess or client of Company have under his control or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she the Company and its Company Affiliates continually develop trade secrets and Confidential Information (as defined in Section 12 below), that the Executive may have access to Convergent's in the past and may in the future develop trade secrets as well as other confidential and/or Confidential Information for the Company or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, its Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsAffiliates, and pricing that the Executive may learn of trade secrets and cost information, and other Confidential Information during the course of employment. Executive acknowledges that the information developed obtained or obtained created by him while employed by the Company that is not generally available to or any Company Affiliate concerning the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly business or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon affairs of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that any Company Affiliate of the Company is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company or such Company Affiliate. The Executive shall comply with the policies and procedures of the Company and its Company Affiliates for protecting trade secrets and Confidential Information. For purposes of this Agreement, the term "Confidential Information" does not include information that Employee shall: Executive can demonstrate (a) maintain was in Executive's possession prior to Executive’s initial employment with the Company or any Company Affiliate, provided that such information is not subject to another confidentiality and secrecy agreement with, or other obligation of all Confidential Informationconfidentiality to, the Company or any other party, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted is generally known by the ownerpublic and became generally known by the public other than as a result of any act by the Executive, or (c) return became available to Executive on a non-confidential basis from a third party, provided that such third party is not known by Executive to be bound by a confidentiality agreement with, or destroy all copies other obligation of secrecy to, the Company or another party or is not otherwise prohibited from providing such information to Executive by a contractual, legal or fiduciary obligation. Executive agrees that Executive will not disclose trade secrets or Confidential Information upon request to any person (other than employees of the Company or any of its Company Affiliates or any other partyperson expressly authorized by an appropriate officer of the Company to receive trade secrets or Confidential Information). Executive shall not use for Executive’s own account trade secrets or any Confidential Information, and (d) execute any further nondisclosure agreements as may be reasonably required by other than for a legitimate business purpose for the Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, Affiliates. The Executive acknowledges and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in Executive’s obligations under this Agreement constitutes any grant of license or assignment with respect to trade secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law, and that the Executive’s obligations with regard to Confidential Information shall remain in effect while employed by the Company and for three years after the Separation Date, regardless of the reason for termination of employment. (b) Executive shall deliver to the Company on the Separation Date, or at any other time the Company's Chief Executive Officer may request in writing, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof, including electronic copies), whether or not containing trade secrets or Confidential Information or any trademarkWork Product, copyright, patent which Executive may then possess or other intellectual property righthave under Executive’s control.

Confidential Information. In the course of Employee's employment, Employer will disclose to Employee acknowledges that by reason information, technical data and know-how regarding the business affairs, services and products of employment he/she may have access to Convergent's trade secrets Employer as well as other confidential or Employer's customers, which constitute Confidential Information. "Confidential Information," under this Agreement, shall consist of any and all proprietary informationinformation and proprietary data related thereto, and any derivative works thereof including but not limited to: personnel to research, development, customer information, payroll pricing information, profit knowledge of Employer's financial condition, information and loss statementsrelationships with resources, budget statements suppliers and projectionscustomers of Employer, balance sheetsmanufacturing processes, client informationtechniques, Company methods, systems and member financial informationtrade secrets of the Employer, marketing plans and strategiesits employees, market researchor other subsidiaries, client and other mailing listsaffiliates, annual operating plansagents, Company strategic plansor customers, business transactions, pending negotiations, supplier whether or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information")specifically identified as confidential. Employee agrees to receive, hold and treat all Confidential Information received from Employer as confidential and secret and agrees to protect the secrecy of said Confidential Information, whether or not specifically identified as confidential. Such Confidential Information constitutes valuable, special and unique assets of Employer, and Employee agrees that during the Confidential Information will be disclosed by Employee only to those persons who are required to have such knowledge in connection with their work for Employer and after employment, he/she will not directly or indirectly use or divulge that such Confidential Information for any reason. will not be disclosed by Employee will also, upon to others without the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property prior written consent of the owner Employer. As used herein, "persons required to have such knowledge" shall include, but not be limited to, the Board of Directors and that Employee shall: (a) maintain the confidentiality such officers, employees and secrecy agents of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company Employer or its affiliates to which such information is furnished in the Services applynormal course of business under established policies approved by Employer or its affiliates and such outside parties as are legally entitled to such information (other than as a result of action by Employee not previously approved or authorized by the Board of Directors of Employer) and customers and banking, lending, collection and data processing institutions or agencies in the course of maintaining ordinary business procedures of Employer. The provisions hereof shall not be applicable to: (a) information which at the Services, and abide in all respects by the terms time of any such nondisclosure agreements which bind Company. disclosure to Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part is a matter of public knowledge or in connection with the Servicespublic domain; or (b) information which, and any work materials relating after disclosure to themEmployee, becomes public knowledge or in the public domain other than through a breach of this Agreement. Unless the Confidential Information shall be of the property of Company or its affiliates and type hereinbefore set forth in the two immediately preceding sentences, Employee shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any not use such Confidential Information for his own benefit or for a third party's or parties' benefit at any trademark, copyright, patent time. The obligations imposed upon Employee by this Section shall survive the expiration or other intellectual property righttermination of this Agreement.

Confidential Information. At all times during and after the Term of this Agreement, Employee acknowledges that by reason will hold in strict confidence and, without the express prior written authorization of employment he/she may have access the Employer's Board of Directors, Employee shall not disclose to Convergent's any person or entity, any financial or marketing data of the Employer (including, without limitation, financial statements of the Employer), or any technique, process, formula, developmental or experimental work, work in progress, business methods, business or marketing plans or trade secrets as well as of or used in the business of the Employer, or any other proprietary or confidential information relating to the Employer or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansthe services, business transactionsaffairs of the Employer, pending negotiationsincluding, supplier or vendor relationshipswithout limitation, contract terms, and pricing and cost information, and other any information developed or obtained relating to inquiries made by the Company that is not generally available Employer or negotiations with respect to any Venture or Acquisition, as such terms are defined in Section 5 above (collectively, the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she Employee will not directly or indirectly make use or divulge such of any of the Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term Term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" Agreement other than for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property benefit of the owner Employer and that Employee shall: (a) maintain the confidentiality and secrecy shall not make any use whatsoever of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies at any time after termination of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Employee's employment with the ServicesEmployer. Upon termination of such employment, and any work materials relating to them, Employee shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining deliver to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to Employer (i) all documents, records, notebooks, work papers and all similar repositories containing any Confidential Information or any trademarkother information concerning the Employer, copyrightwhether prepared by Employee, patent the Employer or anyone else and (ii) all tangible personal property belonging to the Employer that is in Employee's possession. The foregoing restrictions shall not apply to (a) information which is or becomes, other than as a result of a breach of this Agreement, generally available to the public, (b) information related to the terms of Employee's compensation or benefits as an employee of the Employer, or (c) the disclosure of information required pursuant to a subpoena or other intellectual property rightlegal process; provided that the Employee shall notify the Employer, in writing, of the receipt of any such subpoena or other legal process requiring such disclosure immediately after receipt thereof and the Employee shall assist the Employer in any efforts it may undertake to quash such subpoena or other legal process or obtain an appropriate protective order prior to any such disclosure by the Employee.

Confidential Information. Employee The Executive acknowledges that by reason in his employment hereunder, and during prior periods of employment he/she with the Company and/or its subsidiaries, he has occupied and will continue to occupy a position of trust and confidence. The Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, until the expiration of the applicable periods described in Section 10(b) or until such information shall have access to Convergent's trade secrets as well as become public other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained than by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the CompanyExecutive's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publishunauthorized disclosure, disclose to others or use the use, whether directly or indirectly, any Confidential Information except as expressly permitted regarding the Company, its subsidiaries and affiliates. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not publicly disclosed by the owner, (c) return Company or destroy all copies of Confidential Information upon request otherwise generally available to members of the other party, public seeking such information and (d) execute any further nondisclosure agreements as may be reasonably required that was learned by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, Executive in the course of his employment by the ServicesCompany, its subsidiaries and affiliates, including, (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and abide records, (including computer records) of the documents containing such Confidential Information. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, its subsidiaries and affiliates, and that such information gives the Company, its subsidiaries and affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all respects documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information, (and all copies thereof) furnished by the terms Company, its subsidiaries or affiliates or prepared by the Executive during the term of his employment by the Company, its subsidiaries and affiliates. In the event that the Executive engages in any conduct proscribed by this Section 11, the Executive agrees to repay any lump-sum severance amount received pursuant to Section 5 of this Agreement, and all outstanding stock options held by the Executive shall expire as of the date of the Executive's commencement of such nondisclosure agreements which bind Companyproscribed conduct. Employee It is further agrees expressly agreed that the Company will or would suffer irreparable injury if Executive were to disclose or threaten to disclose Confidential Information regarding the Company or any writingsubsidiary or affiliate in violation of this Agreement or otherwise fail to comply with the provisions of this Section 11, discoveryand that the Company would, invention, innovation, by reason of such disclosure or threatened disclosure or other product developed as part failure to comply, be entitled to preliminary or permanent injunctive relief in a court of appropriate jurisdiction, and Executive further consents and stipulates to the entry of such preliminary or permanent injunctive relief in connection such a court prohibiting Executive from disclosing Confidential Information in violation of this Agreement or otherwise requiring Executive to comply with the Services, and any work materials relating to them, shall be the property provisions of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 11 upon an appropriate finding by such court that Executive has violated this Section 11.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company ("Company Inventions"). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Confidential Information and Company Inventions developed on behalf of Company are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) competitors who do not copy, publish, disclose to others know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kinds, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company's business including any that contain any Confidential Information or Company Invention.

Confidential Information. Employee acknowledges that by reason During the course of Executive’s employment he/she may under this Agreement, Executive will have access to Convergent's certain trade secrets as well as other and confidential or proprietary informationinformation relating to NewPage that is not readily available from sources outside NewPage, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiationstheir customer, supplier or and vendor relationshipslists, contract terms, databases, competitive strategies, computer programs, frameworks, and pricing models, their marketing programs, their sales, financial, marketing, training and cost technical information, their product development (and proprietary product data), business plans and strategies (including acquisition and divestiture plans), environmental and other information developed regulatory matters and any other information, whether communicated orally, electronically, in writing or obtained by in other tangible forms, concerning how NewPage creates, develops, acquires or maintains products and marketing plans, targets potential customers and operates the Company that is not generally available to the industry in which Company competes Business (hereinafter "collectively, “Confidential Information"”). Employee agrees Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for constitutes valuable, highly confidential, special and unique property of NewPage. NewPage has invested, and continues to invest, considerable amounts of time and money in developing and maintaining Confidential Information, and any reason. Employee will also, upon the Company's request, return all writings and other media containing misappropriation or unauthorized disclosure of Confidential Information in Employee's possession any form would irreparably harm NewPage. Executive will hold in a fiduciary capacity for the benefit of NewPage all Confidential Information that is obtained by Executive during Executive’s employment by NewPage and that does not become public knowledge (other than by acts by Executive or under Employee's control to Convergent. These obligations are representatives of Executive in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term violation of this Agreement). Except as required by law or an order of a court or governmental agency having jurisdiction, be exposed to certain information pertaining to Executive will not during or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by after the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Term disclose any Confidential Information, (b) not copydirectly or indirectly, publishto any Person for any reason or purpose whatsoever, disclose to others or nor will Executive use the Confidential Information it in any way, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Executive’s employment with and for the Servicesbenefit of NewPage or to enforce any rights or defend any claims under this Agreement or under any other agreement to which Executive is a party, provided that the disclosure is reasonably relevant to the enforcement of those rights or defense of those claims and abide is only disclosed in the related formal proceedings. Executive will take all respects by reasonable steps to safeguard the terms of any such nondisclosure agreements which bind CompanyConfidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Employee further Executive understands and agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect Executive will acquire no rights to any Confidential Information or any trademark, copyright, patent or other intellectual property rightInformation.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access The Company agrees to Convergent's trade secrets as well as other provide me with confidential or and proprietary informationinformation belonging to the Company including, including but not limited to, information relating to clients, potential clients, suppliers, distributors, investments, lenders, consultants, independent contractors and employees of the Company. Confidential Information includes, but is not limited to, information and materials in any form relating to the following: personnel information, payroll information, profit • The Company's business such as pricing and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, methods of operation, systems, business plans, marketing plans and strategiessales information, market researchbusiness strategies and opportunities, service and product information, processes and business methods, intellectual property, computer software and programming, and trade secrets; • The Company's clients and their customers such as personal information (credit card, financial, and contact information and social security numbers), product offers, marketing information, incentive programs, client identity and other mailing lists, annual operating plansand information contained on clients' databases and computer systems; • The Company's employees such as social security numbers, Company strategic planscompensation information, business transactions, pending negotiations, supplier or vendor relationships, contract terms, health and pricing and cost medical information, and the competencies, abilities and performance of the Company's employees; and • Any other information developed or obtained by that the Company that is not generally available considers or marks as "confidential." I agree to maintain the industry in which Company competes (hereinafter "confidentiality of the Confidential Information"). Employee agrees that Information at all times during and after employmentmy employment with the Company. I will not, he/she will not at any time, directly or indirectly indirectly, use or divulge such any Confidential Information for my own benefit or for the benefit of any reasonother person or entity, disclose or reveal any Confidential Information to any person or entity other than authorized representatives of the Company, or remove or aid in the removal from the Company's or its customers’ premises any Confidential Information, except in the performance of my duties or with the prior written consent of the Company. Employee will also, I agree to return all Confidential Information in any form and any other Company property upon the termination of my employment or at any time immediately upon the Company's ’s request. Any compensation due to me at the time of my termination of employment may be withheld pending receipt of these items to the extent permitted by law. I further agree to only record, return all writings use, transmit, share, or remove credit card, social security, and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company caller data or its affiliates to which the Services apply, in the course of the Services, information for authorized and abide in all respects by the terms of any such nondisclosure agreements which bind Companyappropriate business purposes. Employee further agrees I acknowledge that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing my responsibilities in this Agreement constitutes any grant section shall continue after the termination of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightmy employment.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary the information, observations and data (including trade secrets) obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company and its Subsidiaries and the nature and structure of the Acquisition ("Confidential Information") are the property of the Company or such Subsidiary. Therefore, Executive agrees that, except as required by law or court order, including, but not limited to: personnel information, payroll informationdepositions, profit interrogatories, court testimony, and loss statementsthe like, budget statements he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and projectionsto the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive's acts or omissions. Executive shall deliver to the Company at the termination or expiration of the Employment Period, balance sheetsor at any other time the Company may request, client informationall memoranda, Company notes, plans, records, reports, computer tapes, printouts and member financial information, marketing plans and strategies, market research, client software and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier documents and data (and copies thereof) embodying or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available relating to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries which he may then possess or have under his control. (b) not copy, publish, disclose Except with regard to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or disclosures made in connection with the ServicesMerger, Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during this employment with the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive's duties can be modified appropriately. (c) Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior position and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive's former employer. The Company does not want any such materials, and any work materials relating Executive shall not be permitted to them, shall be the property of Company use or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect refer to any Confidential Information or any trademark, copyright, patent or other intellectual property rightsuch materials in the performance of Executive's duties hereunder.

Confidential Information. Employee 7.1 The Executive acknowledges that by reason in the course of employment he/she may carrying out, performing and fulfilling his duties under this Agreement, he will have access to Convergent's and will be entrusted with confidential information about the Company or The Toronto-Dominion Bank and trade secrets in which the Company or The Toronto-Dominion Bank holds a proprietary interest, the disclosure of which to competitors of the Company or The Toronto-Dominion Bank or to the general public would be highly detrimental to the interests of the Company or The Toronto-Dominion Bank. The Executive further acknowledges and agrees that such confidential information constitutes a proprietary right, which the Company or The Toronto-Dominion Bank is entitled to protect. 7.2 The Executive hereby agrees that he shall not, at any time during his employment or thereafter or under any circumstances, without the prior written consent of the Company or The Toronto-Dominion Bank or as well expressly permitted hereunder or as other required by law, directly or indirectly communicate or disclose to any person or persons, partnership, firm, association, company or corporation any confidential knowledge or proprietary information, information howsoever acquired by the Executive about the Company or The Toronto-Dominion Bank including but not limited to: personnel informationto its customers, payroll informationproducts, profit and loss statementstechnology, budget statements and projectionstrade secrets, balance sheetssystems or other confidential information regarding the operations, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansproperty, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by affairs of the Company that is not generally or The Toronto-Dominion Bank or any of their subsidiaries or affiliates, nor shall he utilize or make available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not any such knowledge directly or indirectly use in connection with the solicitation or divulge such Confidential Information for acceptance of employment with any reasoncompetitor of the Company or The Toronto-Dominion Bank or any of their subsidiaries and affiliates or otherwise. Employee will also, upon The foregoing restrictions shall not apply to: a) information and knowledge regarding the Company's request, return all writings vehicle financing business generally; b) information and other media containing Confidential Information knowledge in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term public domain as of the date of this Agreement, be exposed or which becomes part of the public domain other than as a result of a breach of this Agreement; and c) information and knowledge that party is required to certain disclose by applicable law or by a court of competent jurisdiction. 7.3 The Executive further acknowledges and agrees that he shall not at any time during his employment or thereafter or under any circumstances, make use of confidential knowledge or information pertaining to or provided by third parties, whether clients of about the Company or its affiliates The Toronto-Dominion Bank for his personal benefit or notfor the benefit of any person or persons, that is designated as confidential partnership, firm or corporation other than the Company or The Toronto-Dominion Bank or assist others in doing so. 7.4 All letters, notes, data, photographs, sketches, drawings, list of customers or users, publication, manuals, programs, processes, data, codes created by the disclosing partyExecutive during his employment and the books, whether in writing tools, equipment, supplies, keys and other tangible property purchased by the Company or orallyThe Toronto-Dominion Bank and relating to the business of the Company or The Toronto-Dominion Bank, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information its operations and processes, are and shall remain the sole and exclusive property of the owner Company or The Toronto-Dominion Bank and that Employee shall: (a) maintain the confidentiality and secrecy of same shall be protected at all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted times by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightExecutive.

Confidential Information. Employee acknowledges that 11.1 All information acquired by reason any Working Interest Owner in respect of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, the Joint Operations hereunder including but not limited to: personnel informationto all seismic and well data and related information that pertains to or results from the Joint Operations conducted hereunder, payroll informationor any data or information contributed by any Working Interest Owner to such Joint Operations, profit shall be considered as confidential and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and shall not be disclosed to any other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier person or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that entity which is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employmenta Working Interest Owner, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: except: (a) To an Affiliate of a Working Interest Owner, provided such Affiliate executes a strict undertaking to treat and maintain the confidentiality and secrecy of all Confidential Information, such information as confidential; or (b) not copy, publish, disclose to others As required by THE PRESIDENT or use the Confidential Information except as expressly permitted by the owner, any applicable laws or regulations of a stock exchange having jurisdiction over a Working Interest Owner; or its Affiliate; or (c) return To contractors (including consultants) employed by a Working Interest Owner, THE PRESIDENT or destroy the Operator, where disclosure of such data or information is essential to such contractor's work, provided such contractor executes an agreement to treat and to maintain all copies of Confidential Information upon request of the other party, and such information as strictly confidential; or (d) execute any further nondisclosure agreements To a bonafide prospective assignee of a Working Interest Owner, provided such prospective assignee first executes an agreement to treat and maintain all such information as may be reasonably strictly confidential; or (e) To a bank or lending agency to the extent required by Company a Working Interest Owner for arranging the funds for its obligations under this Joint Operating Agreement provided that such bank or its affiliates lending agency first executes an agreement to treat and maintain all such information as strictly confidential. 11.2 The provisions of this Article 11 shall be continuing obligations notwithstanding the fact that a Working Interest Owner ceases to be a Working Interest Owner. 11.3 Subject to Article 11.4, the Operator shall be responsible for the preparation and release of all public announcements and statements regarding this Joint Operating Agreement or the Joint Operations, provided always that no such public announcement or statement shall be issued or made unless prior thereto all the Working Interest Owners have been furnished with a copy thereof, and the approval of the Operating Committee and THE PRESIDENT has been obtained, in accordance with the Rules. 11.4 If any Working Interest Owner shall itself wish to issue or make any public announcement or statement regarding this Joint Operating Agreement or the Joint Operations it shall not do so unless prior thereto it furnishes all the Working Interest Owners with a copy of such announcement or statement, and shall obtain the approval of the Operating Committee and THE PRESIDENT provided that, notwithstanding any failure to obtain such approval, no Working Interest Owner or any customer or client Affiliate of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, Working Interest Owner shall be prohibited from issuing or making a public announcement statement if it is expedient to do so in order to comply with any applicable law or the property regulations of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righta recognized stock exchange.

Confidential Information. Employee Executive acknowledges that by reason in ------------------------ the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the business affairs, information, trade secrets as well as secrets, and other matters of the Company and its subsidiaries which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the "Confidential Information") concerning the business of the Company, its predecessors and their respective subsidiaries. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the "Hotel Industry"), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control he will immediately turn over to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges You acknowledge that during your employment you have learned Confidential Information relating to the business conducted and to be conducted by reason the Company. You agree that you have not and will not disclose or use or authorize any third party to disclose or use any such Confidential Information, without prior written approval of employment he/she may have access the Company. As used in this Agreement, “Confidential Information” means all information belonging to Convergent's the Company or provided to the Company by a customer that is not known generally to the public or the Company’s competitors and includes all trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheetssecrets, client informationlists and information related to client files, Company and member financial informationknow-how, marketing plans and strategiesshow-how, market researchtechnical, client and other mailing listsoperating, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationfinancial, and other business information developed and materials. Confidential Information shall not, however, include any general know-how or skills that you possess whether obtained through your employment at the Company or elsewhere. Confidential Information also does not include information that (i) is publicly known or becomes publicly known through no fault of yours, or (ii) is generally or readily obtainable by the Company public. You understand that is not generally available your obligations related to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to, and not in lieu of, your obligations with regard to the protection of the Company’s trade secrets under the law governing misappropriation of the Company’s trade secrets, and any obligations Employee has other agreements you may have with the Company of similar subject matter. You may not be held criminally or civilly liable under state any Federal or federal law. Employee further acknowledges that Employee may, during State trade secret law for the term disclosure of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, a trade secret that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shallmade: (a) maintain in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the confidentiality and secrecy purpose of all Confidential Information, reporting or investigating a suspected violation of the law; or (b) not copyin a complaint or other document filed in a lawsuit or other proceeding, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyprovided that such filing is made under seal. Additionally, in the course of event you file a lawsuit against the Services, and abide in all respects Company for retaliation by the terms Company against you for reporting a suspected violation of law, you understand that you have the right to provide trade secret information to your attorney and use the trade secret information in the court proceeding, although you must file any such nondisclosure agreements which bind Companydocument containing the trade secret under seal and you may not disclose the trade secret, except pursuant to court order. Employee further agrees By signing this Agreement, you represent and warrant that you will not and have not disclosed any writingConfidential Information to a third party, discoveryor, inventionexcept as permitted, innovationconsistent with Company policy, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to your personal mobile device(s) used for business purposes, sent/downloaded any Confidential Information to your personal email account(s), personal computer(s), personal mobile device(s), and/or external and removable thumb or flash drives. Insofar as you have printed any Confidential Information or sent/downloaded any trademarkConfidential Information on your personal mobile device(s), copyright, patent or other intellectual property rightyou represent and warrant that you have shredded and/or deleted all such information upon termination of your employment.

Confidential Information. Employee (a) Executive acknowledges and agrees that (i) Employer and its Affiliates are engaged in a highly competitive business; (ii) Employer and its Affiliates have expended considerable time and resources to develop goodwill with their customers, vendors, and others, and to create, protect, and exploit Confidential Information; (iii) Employer must continue to prevent the dilution of its and its Affiliates’ goodwill and unauthorized use or disclosure of its Confidential Information to avoid harm to its legitimate business interests; (iv) in the acquisition, development and marketing of crude oil and natural gas, chemicals or other hydrocarbon products, his participation in or direction of Employer’s or its Affiliates’ day-to-day operations and strategic planning are an integral part of Employer’s continued success and goodwill; (v) given his position and responsibilities, he necessarily will be creating Confidential Information that belongs to Employer and enhances Employer’s goodwill, and in carrying out his responsibilities he in turn will be relying on Employer’s goodwill and the disclosure by reason Employer to him of employment he/she may Confidential Information; and (vi) he will have access to Convergent's trade secrets as well as other confidential or proprietary informationConfidential Information that could be used by any Competitor of Employer in a manner that would harm Employer’s competitive position in the marketplace and dilute its goodwill. Employer acknowledges and agrees that nothing in this Agreement precludes Executive from accepting employment from any third party employer after termination of employment with Employer and its Affiliates for whatever reason, including but not limited to: personnel information, payroll information, profit provided that Executive complies with his obligations under Paragraph 8(d) and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available at law with respect to the industry in which Company competes (hereinafter "Confidential Information"). Employee . (b) Employer acknowledges and agrees that during Executive must have and after employment, he/she will not directly or indirectly continue to have throughout his employment the benefits and use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings of its and other media containing its Affiliates’ goodwill and Confidential Information in Employee's possession or under Employee's control order to Convergentproperly carry out his responsibilities. These obligations are Employer accordingly promises upon execution and delivery of this Agreement to provide Executive immediate and continuing access to Confidential Information and to authorize him to engage in addition to any obligations Employee has under state or federal law. Employee further acknowledges activities that Employee maywill create new and additional Confidential Information. (c) Employer and Executive thus acknowledge and agree that during Executive’s employment with Employer, during the term and upon execution and delivery of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, he (i) will receive Confidential Information that is designated as confidential unique, proprietary, and valuable to Employer and/or its Affiliates; (ii) will create Confidential Information that is unique, proprietary, and valuable to Employer and/or its Affiliates; and (iii) will benefit, including without limitation by way of increased earnings and earning capacity, from the disclosing party, whether in writing or orally, which information shall be treated as "goodwill Employer and its Affiliates have generated and from the Confidential Information" for purposes of this Section 8. Employee . (d) Accordingly, Executive acknowledges and agrees that at all times during his employment by Employer and/or any of its Affiliates and thereafter: (i) all Confidential Information shall remain and be the sole and exclusive property of the owner Employer and/or its Affiliates; (ii) he will protect and that Employee shall: (a) maintain the confidentiality and secrecy of safeguard all Confidential Information; (iii) he will hold all Confidential Information in strictest confidence and not, (b) not copy, publishdirectly or indirectly, disclose to others or use the divulge any Confidential Information except as expressly permitted by the ownerto any person other than an officer, (c) return director, or destroy all copies of Confidential Information upon request of the other partyemployee of, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or legal counsel for, Employer or its affiliates Affiliates, to the extent necessary for the proper performance of his responsibilities unless authorized to do so by Employer or compelled to do so by law or valid legal process; (iv) if he believes he is compelled by law or valid legal process to disclose or divulge any customer or client of Company or its affiliates to which the Services applyConfidential Information, he will notify Employer in the course of the Services, and abide writing sufficiently in all respects by the terms advance of any such nondisclosure agreements which bind Company. Employee further agrees that any writingdisclosure to allow Employer the opportunity to defend, discovery, invention, innovationlimit, or other product developed as part otherwise protect its interests against such disclosure; (v) at the end of his employment with Employer for any reason or at the request of Employer at any time, he will return to Employer all Confidential Information and all copies thereof, in connection whatever tangible form or medium, including electronic; and (vi) absent the promises and representations of Executive in this Paragraph 8 and in Paragraph 9, Employer would require him immediately to return any tangible Confidential Information in his possession, would not provide Executive with the Servicesnew and additional Confidential Information, would not authorize Executive to engage in activities that will create new and additional Confidential Information, and any work materials relating to them, shall be the property of Company would not enter or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in have entered into this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightAgreement.

Confidential Information. Employee acknowledges 3.1 Each of Rogue Wave and Client acknowledge and agree that by reason of employment he/she may have access to Convergent's trade secrets as well as the other party has valuable, proprietary, and confidential or proprietary information, including including, but not limited to: personnel , information relating to its business, software programs, including the documentation and the source code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, bugs, problem reports, any information or reports generated from the software, analysis and performance information, payroll informationresults of benchmark tests, profit these Terms, including pricing terms, and loss statementsother technical, budget statements business, product, marketing and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic and data product plans, business transactionsproject implementation, pending negotiations, supplier or vendor relationships, contract termsprogramming methodologies, and pricing processes (the “Confidential Information”), regardless of whether the Confidential Information has been reduced to a tangible form, which Confidential Information may be disclosed by one party (the “Discloser”) to the other party (the “Recipient”) during the performance of the Services. Confidential Information also includes any information that the Discloser identifies or marks as confidential or proprietary at the time of disclosure, or that reasonably appears to be proprietary or confidential in nature because of legends or other markings, the circumstances of disclosure, or the nature of the information itself. Each party acknowledges that this Agreement does not give the other party any license or other proprietary right with respect to Discloser’s Confidential Information. Each party agrees to hold in confidence and cost informationnot to disclose any Confidential Information of the Discloser to any third party, and other information developed or obtained except for independent contractors engaged by the Company that is not generally available Recipient with a need to the industry in which Company competes (hereinafter "know and an obligation to restrict disclosure of such Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such With respect to Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or disclosed under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee Recipient shall: (a) maintain hold the confidentiality and secrecy Confidential Information in confidence, exercising a degree of all Confidential Information, care equal to or greater than the care used by the Recipient to protect its own proprietary or confidential information that it does not wish to disclose; (b) restrict disclosure of the Confidential Information solely to those directors, officers, employees, affiliates, and/or agents/consultants with a need to know and not copy, publish, disclose it to others or any other third party; (c) advise those parties listed in (b) to whom the Confidential Information was disclosed of their obligations with respect to the Confidential Information; (d) use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or only in connection with the Services; and (e) not copy or distribute such Confidential Information or knowingly allow anyone else to copy or distribute such Confidential Information, and any work materials relating and all copies shall bear the same notices or legends, if any, as the originals. Each party agrees not to themreverse engineer or attempt to derive the composition or underlying information, shall be the property of Company structure, or its affiliates and shall be treated as works for hire for purposes ideas of any laws pertaining Confidential Information. 3.2 The confidentiality obligations set forth in this Section 3 do not apply to Confidential Information that: (a) is generally known to the protection public through no improper action by Recipient; (b) was legitimately in Recipient’s possession prior to its disclosure by Discloser; (c) becomes available to Recipient on a non-confidential basis from a source other than the Discloser, provided that such source is not acting in violation of copyrights a confidentiality agreement with Discloser, or other intellectual property rights. Nothing in this Agreement constitutes any grant is otherwise prohibited from transmitting the information to the Recipient by a contractual, legal, or fiduciary obligation owed to the Discloser; or (d) was or is independently developed by or for Recipient without use of license or assignment with respect reference to the Confidential Information. 3.3 If the Recipient is required to disclose any Confidential Information of the Discloser to a tribunal, court, or governmental or regulatory agency, then, unless the Recipient is restricted by any trademarklaw or order, copyrightthe Recipient will provide the Discloser written notice in advance of the disclosure to permit the Discloser to obtain protective orders maintaining the confidentiality of the Confidential Information. At the Discloser’s request and expense, patent Recipient agrees to provide reasonable assistance if the Discloser wishes to contest the disclosure. 3.4 Upon termination of the Agreement, or other intellectual property rightupon written demand by the Discloser, whichever is earlier, Recipient shall return all Confidential Information (including any copies thereof) in its possession or control. Notwithstanding the foregoing, the Recipient, and the Recipient’s representatives, will not be obligated to erase any Confidential Information that is in an archived computer backup system in accordance with Recipient’s respective security and/or disaster recovery procedures and Recipient may retain copies of the Confidential Information to the extent required to comply with legal or regulatory requirements or to demonstrate compliance with fiduciary duties. Any Confidential Information that is not destroyed by the Recipient pursuant to this Section 3.4 shall remain confidential, subject to the terms of this Agreement.

Confidential Information. Employee (a) Licensee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other the Program(s) embodies confidential or and proprietary information, including but not limited to: personnel informationtrade secrets, payroll informationowned or licensed by Licensor or its Affiliates (the “Program Confidential Information”). (b) Excluding the Program(s) and the Program Confidential Information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and the parties agree that any other information developed or obtained disclosed by one party (the Company “Disclosing Party”) to the other party (the “Receiving Party”) under this Agreement that is not generally available marked or identified as confidential or given the nature of the information or circumstances surrounding disclosure should reasonably be understood to the industry in which Company competes be confidential (hereinafter "“Other Confidential Information"). Employee agrees that during and after employment”) and, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon together with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Program Confidential Information, (b“Confidential Information”) will remain the property of the Disclosing Party. Any information relating to Licensor’s, its Affiliates’, technology suppliers’, or Channel Partner’s or to Licensee’s or its Affiliates’ business plans, strategies, technology, research and development, current and prospective customers, billing records, and products or services will be deemed Confidential Information even if not copy, publish, disclose to others explicitly marked or use identified. The Receiving Party will protect the Confidential Information from disclosure to others using no less than a reasonable degree of care. The Receiving Party agrees that it will not (i) use the Disclosing Party’s Confidential Information in any way, for its own account or the account of any third party, except as expressly permitted by for the ownerexercise of its rights and performance of its obligations under this Agreement, or (ii) disclose any such Confidential Information, other than furnishing such Confidential Information to (a) its employees, Affiliates, Channel Partners and consultants who are required to have access to such Confidential Information in connection with the exercise of its rights and performance of its obligations under this Agreement; and (b) professional advisers and, in the case of Licensor, technology suppliers (solely for support purposes); provided that such employees, Affiliates, consultants, Channel Partners, professional advisers and technology suppliers are bound to protect the Confidential Information from unauthorized use and disclosure consistent with these terms. (c) return The obligations of Section 5(b) will not extend to any information that the Receiving Party can demonstrate with competent evidence: (i) is or destroy all copies of Confidential Information upon request becomes publicly known through no fault of the other party, and Receiving Party; (ii) was possessed by the Receiving Party free of any obligation of confidentiality prior to receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; (iv) is rightfully obtained by the Receiving Party from third parties authorized to make such disclosure without restriction; or (v) is identified as no longer confidential by the Disclosing Party. (d) execute any further nondisclosure agreements as The Receiving Party may be reasonably disclose Confidential Information to the extent required by Company law, regulation or its affiliates court order, provided that (i) the Receiving Party makes reasonable efforts to notify Disclosing Party in writing prior to disclosing the Confidential Information and takes reasonable steps to obtain protective treatment of the Confidential Information; and (ii) any information so disclosed shall continue to be treated as Confidential Information between the Receiving Party and Disclosing Party. (e) Receiving Party has the burden of proving the exceptions in section 5(c) above. (f) For disclosures between the parties within the U.S., the Disclosing Party shall not disclose without the Receiving Party’s prior approval any Confidential Information that is subject to export or any customer or client of Company or its affiliates re-export restrictions that would limit the Receiving Party’s ability to which share such information with individuals working for the Services apply, Receiving Party in the course U.S. who are neither US citizens nor US green holders. (g) The obligations of the Servicesparties respecting Other Confidential Information will survive for a period of three (3) years from the date of the first disclosure of such Other Confidential Information. (h) If the parties have separately entered into a confidentiality agreement regarding the exchange of Other Confidential Information in connection with this Agreement, then the terms of that separate confidentiality agreement will govern the disclosure and abide use of Other Confidential Information between the parties and not this Section 5. Any existing confidentiality agreements between the parties will remain in all respects full force and effect and will not be varied by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 5.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return At all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, times during the term of this Agreement, be exposed Employer shall provide Employee with access to certain information pertaining to or provided by third parties"Confidential Information." As used in this Agreement, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as term "Confidential Information" for purposes means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of this Section 8Employer; or (iii) the research and development of Employer. Employee agrees that all Without limiting the generality of the foregoing, Confidential Information shall remain the exclusive property of the owner and that Employee shallincludes: (a) maintain the development and operation of Employer's medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between the Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; and (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer's business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer's business and its goodwill. Employer acknowledges that the Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the general knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee's knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the industry other than as a result of its disclosure by Employee, or (iv) has been independently developed by Employee and secrecy may be disclosed by Employee without breach of all this Agreement, PROVIDED, in each case, that the Employee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Employee agrees that, except as required in the performance of Employee's duties as an employee of Employer, Employee will not at any time, whether during or subsequent to the term of Employee's employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section is a material breach of this Agreement and shall constitute "cause" for the termination of Employee's employment hereunder. In the event that Employee is ordered to disclose any Confidential Information, (b) whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot copybe achieved, publishthe entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by law, Employee shall disclose to others or use only that portion of the Confidential Information except as expressly permitted by the ownerthat Employee is ordered to disclose in a legally binding subpoena, (c) return demand or destroy all copies of similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information upon request of the other partyInformation, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyall equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, media (including electronic or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any video) containing Confidential Information or any trademarkrelating to the business of Employer, copyrightwhich Employee shall prepare, patent use, construct, observe, possess, or other intellectual control shall be and remain Employer's sole property right(collectively "Employer Property"). Upon termination or expiration of this Agreement, or earlier upon Employer's request, Employee shall promptly deliver to Employer all Employer Property, retaining none.

Confidential Information. a. Employee acknowledges that by reason recognizes that, during the course of his employment he/she may have access with Employer, he will be exposed to Convergent's trade secrets as well as other certain nonpublic, confidential or proprietary information, including the disclosure of which to third parties would cause competitive injury to Employer. Such confidential information includes but is not limited to: personnel informationto Employer's investment plans or strategies, payroll informationtrade secrets, profit sources of supply, customer lists, lists of potential customers, customer or consultant contracts and loss statementsthe details thereof, budget statements and projectionspricing policies, balance sheets, client information, Company and member financial informationoperational methods, marketing and merchandising plans and or strategies, market research, client and other mailing lists, annual operating business acquisition plans, Company strategic personnel acquisition plans, business transactionsunannounced products and services, pending negotiationsresearch and development activities, supplier processes, formulas, methods, techniques, technical data, know-how, inventions, designs, financial or vendor relationshipsaccounting data, contract termsinventory reports, production schedules, cost and sales data, strategies, forecasts, and pricing and cost information, and all other information developed or obtained by the Company that is not generally publicly available pertaining to the industry in which Company competes (business of Employer or any of its affiliates. Such confidential information is hereinafter referred to as "Confidential Information"). b. Confidential Information shall not include (i) any information which is or becomes publicly available other than through breach of this Agreement, or (ii) any information which is or becomes known or available to Employee on a non-confidential basis and not in contravention of applicable law from a source which is entitled to disclose such information to Employee. c. Employee agrees that he will not, while he is employed by Employer, divulge Confidential Information to any person, directly or indirectly, except to Employer or its officers and agents, or as reasonably required in connection with his duties on behalf of the Employer, except as is required by law or court order. Employee further agrees not to use, except on behalf of the Employer, any Confidential Information acquired by Employee during the Term of Employment. Employee agrees that during and after employment, he/she he will not at any time after his employment with Employer has ended, divulge to any person, directly or indirectly use or divulge such Confidential Information for indirectly, any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably is required by Company law or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companycourt order. Employee further agrees that any writingthat, discovery, invention, innovation, or other product developed as part of or in connection if his relationship with the ServicesEmployer is terminated for any reason, he shall not take with him but will leave with Employer all records, papers, and computer software and data, and any work materials copies thereof relating to themthe Confidential Information (or if such papers, shall be records, computer software and data, or copies are not on the premises of Employer, Employee agrees to return such papers, records, and computer software and data immediately upon his termination). Employee acknowledges that all such papers, records, computer software and data, or copies thereof are and remain the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges that by reason of employment he/she During the Term, the Company may provide the Executive with, and the Executive will have access to, Confidential Information (as defined below). In consideration of the Executive’s receipt of and access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termssuch Confidential Information, and pricing and cost information, and other information developed or obtained by as a condition of the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon Executive’s employment with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information Executive shall be treated as "Confidential Information" for purposes of comply with this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: 7. (a) maintain Both during the confidentiality Term and secrecy of all Confidential Informationthereafter, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by this Agreement, the ownerExecutive shall not disclose any Confidential Information to any person or entity and shall not use any Confidential Information except for the benefit of the Company. The Executive acknowledges and agrees that the Executive would inevitably use and disclose Confidential Information in violation of this Section 7 if the Executive were to violate any of the covenants set forth in Section 8. The Executive shall follow all Company policies and protocols regarding the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of the Executive’s duties on behalf of the Company, the Executive shall not remove from facilities of the Company any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by the Executive or obtained by the Company. The covenants of this Section 7(a) shall apply to all Confidential Information, whether now known or later to become known to the Executive during the period that the Executive is employed by or affiliated with the Company. (b) Notwithstanding any provision of Section 7(a) to the contrary, the Executive may make the following disclosures and uses of Confidential Information: (i) disclosures to other employees, officers or directors of the Company who have a need to know the information in connection with the business of the Company; (ii) disclosures to customers and suppliers when, in the reasonable and good faith belief of the Executive, such disclosure is in connection with the Executive’s performance of the Executive’s duties under this Agreement and is in the best interests of the Company; (iii) disclosures and uses that are approved in writing by the Board or the Chief Executive Officer; or (iv) disclosures to a person or entity that has (x) been retained by the Company to provide services to the Company and (y) agreed in writing to abide by the terms of a confidentiality agreement. (c) return or destroy all copies Upon termination of Confidential Information employment, and at any other time upon request of the Company, the Executive shall promptly and permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other partymaterials of any nature containing or pertaining to all Confidential Information and any other Company property (including any Company-issued computer, and (dmobile device or other equipment) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course Executive’s possession, custody or control and the Executive shall not retain any such documents or other materials or property of the Services, and abide in all respects by the terms Company. Within ten (10) days of any such nondisclosure agreements which bind Company. Employee further agrees that any writingrequest, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, Executive shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining certify to the protection of copyrights or other intellectual Company in writing that all such documents, materials and property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect have been returned to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthe Company.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, the Company and member financial informationits Affiliates continually develop Confidential Information (as defined below), marketing plans that Executive may develop Confidential Information for the Company or its Affiliates and strategiesthat Executive may learn of Confidential Information during the course of his employment. Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall not disclose to any Person or use, market researchother than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, client and any Confidential Information obtained by Executive incident to his employment or other mailing listsassociation with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after his employment terminates, annual operating plansregardless of the reason for such termination. (b) All documents, Company strategic plansrecords, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationtapes, and other information developed or obtained by the Company that is not generally available media of every kind and description relating to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employmentbusiness, he/she will not directly present or indirectly use or divulge such Confidential Information for any reason. Employee will alsootherwise, upon of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates Affiliates and any copies, in whole or notin part, that is designated as confidential by thereof (the disclosing party“Documents”), whether in writing or orallynot prepared by Executive, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the sole and exclusive property of the owner Company and that Employee shall: (a) maintain its Affiliates. Executive shall safeguard all Documents and shall surrender to the confidentiality Company at the time his employment terminates, or at such earlier time or times as the Company may specify, all Documents then in Executive’s possession or control. Executive shall immediately return such Documents and secrecy other property to the Company upon the termination of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyhis employment and, in any event, at the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company’s request. Employee Executive further agrees that any writingproperty situated on the premises of, discoveryand owned by, inventionthe Company or its Affiliates, innovationincluding disks and other storage media, filing cabinets, or other product developed as part of work areas, is subject to inspection by the Company’s personnel at any time with or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing without notice. (c) Executive understands that nothing contained in this Agreement constitutes limits Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (“SEC”). Executive further understands that this Agreement does not limit Executive’s ability to communicate with the SEC or otherwise participate in any grant of license investigation or assignment with respect to any Confidential Information or any trademarkproceeding that may be conducted by the SEC, copyright, patent including providing documents or other intellectual property rightinformation, without notice to the Company. This Agreement does not limit Executive’s right to receive an award for information provided to the SEC. This Section 6(c) applies only for the period of time that the Company is subject to the ▇▇▇▇-▇▇▇▇▇ Act.

Confidential Information. Employee The Executive acknowledges that by reason of his employment he/she may have access to Convergent's will fully familiarize the Executive with the trade secrets as well as other and confidential or and proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by of the Company that is not generally available to Employer (the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Examples of the Employer's Confidential Information for any reason. Employee will alsoinclude, upon without limitation, information regarding the CompanyEmployer's requestcosts, return all writings profits, markets, sales, products, key personnel, operational methods, technical processes, business strategies, and other media containing Confidential Information information which the Employer engages in Employee's possession efforts to protect from disclosure or under Employee's control to Convergentdiscovery by its competitors, actual and prospective clients, and other third parties. These obligations are in addition to any obligations Employee has under state or federal law. Employee The Executive further acknowledges that Employee may, the unintentional or intentional disclosure of the Employer's Confidential Information would have a material adverse effect on the operations and development of the Employer's business. The Executive therefore covenants and agrees as set forth below: 11.1 The Executive will during the term of this AgreementTerm and for one (1) year thereafter, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of keep secret all Confidential Information, (b) and will not copy, publish, intentionally disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request to anyone outside of the Employer and its subsidiaries and affiliates and their respective advisors, directors, officers, employees, agents, consultants, financing sources and other partyrepresentatives, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or than in connection with the ServicesExecutive's performance of his duties under this agreement except with the Employer's consent, provided that: (i) the Executive shall have no such obligation to the extent Confidential Information is or becomes publicly known, other than as a result of the Executive's breach of his obligations hereunder; and (ii) the Executive may, after giving prior notice to the Employer to the extent practicable under the circumstances, disclose such matters to the extent required by applicable laws or governmental regulations or judicial or regulatory process; provided, however, that if the Executive is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information pursuant to the foregoing clause (ii), he agrees to use reasonable efforts to provide the Employer with prompt notice of each such request so that the Employer may seek an appropriate protective order or waive compliance by the Executive with the provisions of this agreement or both; provided, further, that if, absent the entry of a protective order or the receipt of a waiver under this agreement, the Executive is, in the opinion of his counsel, legally compelled to disclose such Confidential Information under pain of liability for contempt or other censure or penalty (civil or criminal), the Executive may disclose such information to the persons and to the extent required without liability under this agreement. In such event, the Executive shall give the Employer written notice of such disclosure, in reasonable detail, as soon as possible, but in any event not later than concurrently with making such disclosure, and the Executive shall exercise his reasonable commercial efforts to obtain reliable assurances that confidential treatment will be accorded any such Confidential Information so disclosed. 11.2 The Executive will, at his option: (i) deliver promptly to the Employer at the termination of his employment by the Employer, or at any other time the Employer may so request, all memoranda, notes, records, reports, and other documents (including, without limitation, drafts, whole or partial copies, and information stored or maintained electronically, magnetically, in a computer, or through any other medium invented in the future) relating to the Employer's business, which he obtained while employed by, or otherwise serving or acting on behalf of, the Employer and which he may then possess or have under his control (the "Records"); or (ii) in lieu of subclause (i) above, the Executive shall destroy all of the Records, return all tangible property of the Employer containing any Records which is possessed by the Executive, and shall deliver to the Employer a signed affirmation to that effect. 11.3 The Executive's duties may require that he enter into confidentiality agreements, nondisclosure agreements, or comparable agreements with third parties, and a third party may require the Executive's entry into such an agreement(s) personally and on behalf of the Employer. In any such event, the Executive agrees to engage in reasonable efforts to perform any such agreement. 11.4 During the Term, the Employer may adopt or implement additional Confidential Information policies, procedures, or requirements in connection with the Employer's business, and any work materials relating to themsuch policies, shall be procedures, or requirements will supplement this Section 11, without additional consideration from the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining Employer to the protection of copyrights or other intellectual property rights. Nothing Executive, except to the extent, if any, that they conflict with this agreement, in which event this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightagreement shall control and govern.

Confidential Information. Employee recognizes that Employer’s business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as “Confidential Trade Information.” Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer’s business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee’s possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationall such records, including but not limited to: personnel information, payroll information, profit items and loss statements, budget statements media are at all times and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. (a) Employee acknowledges and agrees that: (i) in the course of his employment by Employer, it will or may be necessary for Employee to create, use, or have access to (A) technical, business, or customer information, materials, or data relating to Employer’s present or planned business that has not been released to the public with Employer’s authorization, including, but not limited to, confidential information, materials, or proprietary data belonging to Employer or relating to Employer’s affairs (collectively, “Confidential Information”) and (B) information and materials that concern Employer’s business that come into Employer’s possession by reason of employment he/she may have access with Employer (collectively, “Business Related Information”); (ii) all Confidential Information and Business Related Information are the property of Employer; (iii) the use, misappropriation, or disclosure of any Confidential Information or Business Related Information would constitute a breach of trust and could cause serious and irreparable injury to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit Employer; and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that (iv) it is not generally available essential to the industry protection of Employer’s goodwill and maintenance of Employer’s competitive position that all Confidential Information and Business Related Information be kept confidential and that Employee not disclose any Confidential Information or Business Related Information to others or use Confidential Information or Business Related Information to Employee’s own advantage or the advantage of others. (b) In recognition of the acknowledgment contained in which Company competes (hereinafter "Confidential Information"). Section 4.1(a) above, Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee maythat, during the term of this AgreementAgreement and thereafter until the Confidential Information and/or Business Related Information becomes publicly available (other than through a breach by Employee), be exposed Employee shall: (i) hold and safeguard all Confidential Information and Business Related Information in trust for Employer, its successors, and assigns; (ii) not appropriate or disclose or make available to certain information pertaining anyone for use outside of Employer’s organization at any time, either during employment with Employer or subsequent to or provided by third partiesthe termination of employment with Employer for any reason, any Confidential Information and Business Related Information, whether clients or not developed by Employee, except as required in the performance of Company Employee’s duties to Employer; (iii) keep in strictest confidence any Confidential Information or its affiliates Business Related Information; and (iv) not disclose or notdivulge, that is designated as confidential or allow to be disclosed or divulged by any person within Employee’s control, to any person, firm, or corporation, or use directly or indirectly, for Employee’s own benefit or the disclosing partybenefit of others, whether in writing any Confidential Information or orally, which information shall be treated as "Confidential Business Related Information" for purposes of this Section 8. . (c) Employee agrees that all Confidential Information lists, materials, records, books, data, plans, files, reports, correspondence, and other documents (“Employer material”) used or prepared by, or made available to, Employee shall be and remain the exclusive property of the owner and that Employer. Upon termination of employment, Employee shall: (a) maintain the confidentiality and secrecy of shall immediately return all Confidential Information, (b) not copy, publish, disclose Employer material to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other partyEmployer, and (d) execute Employee shall not make or retain any further nondisclosure agreements as may be reasonably required by Company copies or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightextracts thereof.

Confidential Information. Employee acknowledges that by reason of employment he/she may have In consideration for Employer’s promises under this Agreement and because Key Employee’s duties as a senior management employee will necessitate his having access to Convergent's trade secrets as well as and being entrusted with confidential and proprietary information relating to Employer’s business and customers, Key Employee agrees that during his employment with Employer and thereafter, Key Employee shall not disclose to a third party or use for his personal benefit Confidential Information of Employer. “Confidential Information” means all information written (or generated/stored on magnetic, digital, photographic or other confidential media) or oral, relating to any aspect of Employer’s existing or reasonably foreseeable business which is disclosed to Key Employee or conceived, discovered or developed by Key Employee, and which is not generally known or proprietary to Employer. Confidential Information includes, without limitation, Employer’s strategic and other business plans, designs, customers, suppliers, and Employer’s marketing, accounting, merchandising, and information-gathering techniques and methods, and all accumulated data, listings, or similar recorded matter used or useful in food sales, freight contracting and freight forwarding and backhauling (all modes), and customs house brokerage operations, including but not limited to: personnel to the customer and carrier lists, business forms, weekly loading lists, service contracts, all pricing information, payroll informationcomputer programs, profit tariff information and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier aids. All Information disclosed to Key Employee or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by to which Key Employee has access during the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after period of this employment, he/she will not directly for which there is any reasonable basis to believe is, or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control which appears to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated by Employer as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose shall be presumed to others or use the be Confidential Information except as expressly permitted by the ownerunder this Agreement. In addition, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by Key Employee shall comply with the terms of any such nondisclosure agreements Confidentiality Agreement by which bind CompanyEmployer is bound to a third party. Employee further agrees that any writingKey Employee’s disclosure to attorneys, discovery, invention, innovationaccountants and other advisors at the Employer’s request, or other product developed as part in the performance of or in connection with the Services, and any work materials relating to themKey Employee’s duties, shall be the property of Company or its affiliates and shall not be treated as works for hire for purposes a violation of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightAgreement.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason, except as required by law. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee (i) Optionee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain (as defined below) obtained by him while employed by the exclusive Company or its Subsidiaries or Affiliates concerning the business or affairs of the Company or any Subsidiary or Affiliate are the property of the owner Company or such Subsidiary or Affiliate and constitute a protectable business interest of the Company and its Subsidiaries or Affiliates. Optionee acknowledges that Employee shall: (a) maintain the confidentiality Confidential Information has been generated at great effort and secrecy expense by the Company, its Subsidiaries and Affiliates and their predecessors, and has been reasonably maintained in a confidential manner by such persons and entities. Optionee does not claim any rights to or lien on any Confidential Information. Optionee will immediately notify the Company of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which the Optionee becomes aware and of all details thereof. Optionee shall take all reasonably appropriate steps to safeguard (including by abiding by all Company and Subsidiary policies with respect to) Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Therefore, Optionee agrees that he shall not disclose, furnish, make available or utilize, directly or indirectly, any Confidential Information without the prior written consent of the Operating Board, unless and to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Optionee’s acts or omissions. Optionee shall deliver to the Company at the termination or expiration of his employment with the Company, or its Subsidiaries or Affiliates, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, computers, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Inventions (bas defined below) not copyor the business of the Company, publishor any of its Subsidiaries, disclose or Affiliates which he may then possess or have under his control. (ii) As used in this Agreement, the term “Confidential Information” means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Optionee, applicable to others or use in any way related to: (i) the present or future business and assets of the Company and its Subsidiaries and Affiliates; (ii) the research and development of the Company and its Subsidiaries and Affiliates; or (iii) the business of any client, customer, supplier, vendor or other business relation of the Company and its Subsidiaries and Affiliates. Such Confidential Information except as expressly permitted includes the following property or information of the Company and its Subsidiaries and Affiliates, by way of example and without limitation, trade secrets, processes, formulas, data, program documentation, customer lists, designs, drawings, algorithms, source code, object code, know-how, improvements, inventions, licenses, techniques, all plans or strategies for marketing, development and pricing, business plans, financial statements, profit margins and all information concerning existing or potential clients, suppliers, employees and vendors. Confidential Information of the ownerCompany and its Subsidiaries and Affiliates also means all similar information disclosed to the Company and its Subsidiaries and Affiliates by third parties which is subject to confidentiality obligations. Notwithstanding the foregoing, the provisions of this Section 7(a) shall not apply in the following circumstances: (c1) return or destroy all copies when disclosure of Confidential Information upon request is required by law or by any court, arbitrator, mediator or administrative or legislative body; provided, that prior to such disclosure Optionee shall provide to the Company and its Subsidiaries and Affiliates prompt notice of the such required disclosure to enable such entities to seek a protective order or other partyrelief, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which cooperate with the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or entities in connection with the Services, and seeking any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights such order or other intellectual property rights. Nothing in this Agreement constitutes any grant of license relief; or assignment (2) with respect to any Confidential Information that becomes generally known to the public other than due to (A) Optionee’s violation of this Agreement or any trademarkother obligation or duty to the Company, copyrightits Subsidiaries or Affiliates or (B) a disclosure by a third party who owes the Company, patent its Subsidiaries or other intellectual property rightits Affiliates an obligation of confidence in relation to such Confidential Information.

Confidential Information. The Employee recognizes and acknowledges that by reason the continued success of employment he/she may the Company depends upon the use and protection of a large body of confidential and proprietary information and that the Employee will have access to Convergent's trade secrets as well as certain Confidential Information of the Company, its subsidiaries and affiliates and corporations with which the Company does business, and that such Confidential Information constitutes valuable, special and unique property of the Company, its subsidiaries and affiliates and such other confidential corporations. “Confidential Information” will be interpreted to include all information of any sort (whether merely remembered or proprietary embodied in a tangible or intangible form) that is (i) related to the Company’s or its subsidiaries’ or affiliates’ (including their predecessors) current or potential business and (ii) not generally or publicly known. Confidential Information includes, without limitation, the information, including but not limited to: personnel information, payroll information, profit observations and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or data obtained by the Employee while employed by the Company and its subsidiaries (or any of their predecessors) concerning the business or affairs of the Company or any of its subsidiaries or affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s or its subsidiaries’ or affiliates’ business or industry, the identities of the current, former or prospective employees, suppliers and customers of the Company or its subsidiaries, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment. Confidential Information shall not include information that is not (i) generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly public other than by or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property a result of the owner and that Employee shall: (a) maintain breach of any agreement protecting the confidentiality and secrecy of all the Confidential Information, (bii) not copyrightfully received by Employee from a third party without confidential limitations, publish, disclose or (iii) known to others or the Employee prior to disclosure by the Company. The Employee agrees that he will use the Confidential Information except only as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, necessary and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or only in connection with the Services, and performance of his duties hereunder. The Employee agrees that he will not disclose to any work materials relating to them, shall be unauthorized Person or use for his own or any other purposes (except as described in the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to immediately preceding sentence) any Confidential Information without the prior written consent of the Board of Directors, unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public other than as a result of the Employee’s acts or any trademarkomissions or (b) the Employee is ordered by a court of competent jurisdiction to disclose Confidential Information, copyright, patent or other intellectual property rightprovided that in such circumstance the Employee must (i) provide prompt written notice of such order to the Company and (ii) cooperate with the Company when revealing such Confidential Information to such court.

Confidential Information. Employee (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that (i) such disclosure or use is required by the Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of the Confidential Information as is strictly required, or (iii) such Confidential Information is or becomes generally known to and available for use by the public, other than as a result of any action or inaction directly or indirectly by the Executive. At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by reason him during the course of his employment he/she may have access to Convergent's trade secrets with the Company is the sole and exclusive property of the Company and its Subsidiaries, as well as other applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary informationinformation (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.5(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to: personnel informationto (i) business development, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client growth and other mailing lists, annual operating strategic business plans, Company strategic plans(ii) properties available for acquisition, financing development or sale, (iii) accounting and business transactionsmethods, pending negotiations(iv) services or products and the marketing of such services and products, supplier or vendor relationships(v) fees, contract terms, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and cost informationreports, (ix) computer software, including operating systems, applications and other information developed or obtained by the Company that is not generally available to the industry in which Company competes program listings, (hereinafter "Confidential Information"). Employee agrees that during x) flow charts, manuals and after employmentdocumentation, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also(xi) data bases, upon the Company's request(xii) inventions, return all writings devices, new developments, methods and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third partiesprocesses, whether clients of Company patentable or its affiliates unpatentable and whether or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationnot reduced to practice, (bxiii) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the ownercopyrightable works, (cxiv) return or destroy all copies technology and trade secrets, (xv) confidential terms of Confidential Information upon request of the other partymaterial agreements and customer relationships, and (dxvi) execute any further nondisclosure agreements as may be reasonably required by Company all similar and related information in whatever form or its affiliates medium. Confidential Information also expressly excludes Executive’s general know-how and business contacts to the extent that the use of such information does not violate or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by breach the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 1.9.

Confidential Information. Employee The Consultant hereby acknowledges that by reason of employment he/she may prior to the date hereof and during the Consulting Period, the Consultant has had and will have access to Convergent's trade secrets as well as and be entrusted with Confidential Information, the disclosure of which to competitors of the Company or to the general public would be highly detrimental to the Company. The Consultant further acknowledges and agrees that the Confidential Information constitutes a proprietary right which the Company is entitled to protect. Accordingly, the Consultant hereby agrees that, during the Consulting Period and for10 years thereafter, he will keep secret and confidential, and never disclose, directly or indirectly, any Confidential Information to any person other than a director or officer of the Company or of the Buyer. The Consultant further agrees that he will not use any of the Confidential Information for any purposes whatsoever other than fulfilling his duties and responsibilities hereunder and acting in the best interests of the Company. At the termination of the Consulting Period, the Consultant agrees that all records, documents, files and other materials containing or relating to Confidential Information will be delivered by him to the proper officers of the Company and he will not retain any copies thereof. The Consultant agrees that a remedy for damages for breach of this section maybe inadequate and accordingly the Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this section without the necessity of proving actual damages. The Consultant acknowledges and agrees that the restrictions contained in this section are reasonable and valid. In this Agreement, the term “Confidential Information” means any confidential or proprietary informationinformation of the Company and the Buyer whatsoever including, including but not limited without limitation, information relating to: personnel informationbusiness methods and systems; the terms of any contractual relations with customers, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationsuppliers, and other third parties; customer lists, files, and information; business plans; marketing plans; financial statements and information; employee information; intellection property or industrial property; technical know how; computer programs and databases; inventions and discoveries; information developed or obtained by relating to internal practices and procedures; and any other informations; the dissemination of which might prove detrimental to the Company that or the Buyer; provided however, “Confidential Information” shall not include any information which: is not generally available to the industry public through no act or omission on the part of the Consultant; is rightfully received by the Consultant from a third party without restriction on disclosure by that third party and without a breach of any obligation in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients favour of Company or its affiliates Buyer; or not, has been disclosed pursuant to a requirement of a governmental agency or of law provided that is designated as confidential by the disclosing party, whether Consultant has first given written notice of such required disclosure to the Company and taken reasonable steps to assist the Company in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain seeking to protect the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthereof.

Confidential Information. a. Employee acknowledges that by reason recognizes that, during the course of his employment he/she may have access with Employer, he will be exposed to Convergent's trade secrets as well as other certain nonpublic, confidential or proprietary information, including the disclosure of which to third parties would cause competitive injury to Employer. Such confidential information includes but is not limited to: personnel informationto Employer's investment plans or strategies, payroll informationtrade secrets, profit sources of supply, customer lists, lists of potential customers, customer or consultant contracts and loss statementsthe details thereof, budget statements and projectionspricing policies, balance sheets, client information, Company and member financial informationoperational methods, marketing and merchandising plans and or strategies, market research, client and other mailing lists, annual operating business acquisition plans, Company strategic personnel acquisition plans, business transactionsunannounced products and services, pending negotiationsresearch and development activities, supplier processes, formulas, methods, techniques, technical data, know-how, inventions, designs, financial or vendor relationshipsaccounting data, contract termsinventory reports, production schedules, cost and sales data, strategies, forecasts, and pricing and cost information, and all other information developed or obtained by the Company that is not generally publicly available pertaining to the industry in which Company competes (business of Employer or any of its affiliates. Such confidential information is hereinafter referred to as "Confidential Information"). b. Confidential Information shall not include (i) any information which is or becomes publicly available other than through breach of this Agreement, or (ii) any information which is or becomes known or available to Employee on a non-confidential basis and not in contravention of applicable law from a source which is entitled to disclose such information to Employee. c. Employee agrees that he will not, while employed by Employer, divulge Confidential Information to any person, directly or indirectly, except to Employer or its officers and agents, or as reasonably required in connection with Employee's duties on behalf of the Employer, except as is required by law or court order. Employee further agrees not to use, except on behalf of the Employer, any Confidential Information acquired by Employee during the Term of Employment. Employee agrees that during and after employment, he/she he will not at any time after his employment with Employer has ended, divulge to any person, directly or indirectly use or divulge such Confidential Information for indirectly, any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably is required by Company law or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companycourt order. Employee further agrees that any writingthat, discovery, invention, innovation, or other product developed as part of or in connection if his relationship with the ServicesEmployer is terminated for any reason, Employee shall not take with him but will leave with Employer all records, papers, and computer software and data, and any work materials copies thereof relating to themthe Confidential Information (or if such papers, shall be records, computer software and data, or copies are not on the premises of Employer, Employee agrees to return such papers, records, and computer software and data immediately upon his termination). Employee acknowledges that all such papers, records, computer software and data, or copies thereof are and remain the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee Executive acknowledges that by reason that, in the course of employment he/she performing and fulfilling his duties under this Agreement, he may have access to Convergent's trade secrets as well as other and may be entrusted with confidential information concerning the present and contemplated activities of and the techniques and modes of business operations evolved and used or proprietary informationto be evolved and used by EXECUTIVE EMPLOYMENT AGREEMENT 3 Haggar, including but not limited to: personnel informationits Subsidiaries and Affiliates and their respective customers and clients, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other which information developed or obtained by the Company that is not generally available to known in the industry in which Company competes Haggar does business, the disclosure of any of which confidential information to competitors of Haggar, its Subsidiaries or Affiliates or to other persons would be highly detrimental to the interests of Haggar, its Subsidiaries and Affiliates (hereinafter the "Confidential Information"). Employee Executive further acknowledges and agrees that the right to maintain confidential such information constitutes a proprietary right that Haggar, its Subsidiaries or Affiliates are entitled to protect. Accordingly, Executive covenants and agrees with Haggar and with each Subsidiary and Affiliate of Haggar that (i) he will not, during the continuance of his employment under this Agreement, directly or indirectly disclose any of such Confidential Information to any Person, nor shall he use the same, except as required in the normal course of his employment; and (ii) after employmentthe termination or expiration of his employment under this Agreement, he/she he will not directly or indirectly disclose or make any use or divulge such of the Confidential Information without the written consent of Haggar for himself or any reason. Employee third parties; and (iii) after the termination or expiration of his employment under this Agreement, he will also, upon return the Company's request, return originals and all writings and copies of any documents or other media containing Confidential Information in Employee's his possession or under Employee's his control to Convergent. These obligations are in addition Haggar; provided, however, that Haggar acknowledges and agrees that Executive shall not be prohibited by this Section from using the personal skills and know-how developed by Executive prior to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, the execution of this Agreement and during the term of this Agreement, be exposed and subject to certain information pertaining to or provided by third partiesthe provisions of Section H, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information Executive shall be treated as "allowed to pursue a career and earn his livelihood through the use of such general skills and know-how he has obtained (but not any Confidential Information" for purposes , systems or techniques of Haggar) before and during his employment under this Agreement after the termination or expiration of this Agreement without the express consent of, or any liability to, Haggar. Executive acknowledges and agrees that in the event of any actual or threatened violation of the provisions of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property F or of the owner and that Employee shall: (a) maintain the confidentiality and secrecy Sections G or H, Haggar and/or any Subsidiary or Affiliate may commence proceedings in any court of all Confidential Informationcompetent jurisdiction for, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining entitled to the protection of copyrights obtain, preliminary and permanent injunctive relief or other intellectual property rights. Nothing appropriate equitable remedies (without any bond or other security being required) and an accounting of all profits and benefits arising out of such violation, which rights and remedies shall be in this Agreement constitutes any grant of license or assignment with respect addition to any Confidential Information other rights or any trademark, copyright, patent or other intellectual property rightremedies to which Haggar may be entitled at law.

Confidential Information. Employee acknowledges that by reason The relationship with ADC will be one of employment he/she may have access trust and confidence and there will be available to Convergent's You certain confidential and proprietary business and financial information, related trade secrets as well as other confidential and proprietary information of ADC which includes, but may not be limited to, the records and information of ADC dealing with income, investments, investment or proprietary development opportunities, customer or tenant lists, rent rolls, project lists, investor lists, investor identities, investment returns, business strategies, business methods, business practices, services, financial information, leasing information, access codes, business strategies, all information contained in or on the computer hard drives and/or servers of ADC, customer or tenant contact information including telephone numbers, addresses and e-mail information, business methods, marketing methods, and other items relative thereto (herein collectively and individually referred to as the “Confidential Information”). The Confidential Information is an extremely valuable and important asset of ADC and the unauthorized use of the Confidential Information would cause irreparable economic and business injury to ADC. You shall hold the Confidential Information in strict confidence and in trust for ADC and, except in the good faith performance of Your job duties for ADC, shall not disclose, use or otherwise communicate, provide or reveal in any manner whatsoever any of the Confidential Information to any person or entity without the prior written consent of ADC. Upon termination of employment, You shall return to ADC, without demand from ADC, any Confidential Information disclosed or provided to You, including, but not limited to: personnel information, payroll informationall originals, profit copies, reproductions, notes, facsimiles, samples, models and loss statementsproducts thereof, budget statements and projectionswhether, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier the same is in digital or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by document form. The return of the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain also include but not be limited to the return of all the following items to ADC immediately upon the termination of employment: automobile, keys, calculators, tapes, clipboards, computers, computer programs, documents, customer and tenant lists, addresses, telephone numbers, computer discs, notebooks, drawings, manuals, and such or all other recorded, written or printed materials and supplies relating to research or business of the ADC. The Confidential Information, regardless of form, is, and shall always remain, the sole and exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightADC.

Confidential Information. Employee Grantee acknowledges that by reason of through Grantee’s potential investment in the Partnership through the Options and Grantee’s employment he/she with the Company, Grantee has obtained and will obtain confidential information regarding the Partnership’s and the Company’s business affairs, including such matters as computer programs, customer and supplier lists, customers and suppliers, marketing and operational plans, purchasing, products and product designs, prices, fees, costs, customer incentive programs, intellectual property rights, technology, manufacturing and distribution methods, plans, personnel, competitors, markets, finance, customer relations, and other specialized information or proprietary matters not available to the public. This information (“Confidential Information”) may have access to Convergent's trade secrets be oral or written and may be that which Grantee has originated or hereafter originates as well as other that which otherwise has come or hereafter comes into Grantee’s possession or knowledge. Grantee agrees that Grantee will treat all matters relating to the business activities of the Partnership and the Company as confidential and will not divulge or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier disclose any Confidential Information gained in connection with Grantee’s investment in the Partnership or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained Grantee’s employment by the Company that to any other Person except upon the written request or instruction of the Company Board or the General Partner or in the normal course of Grantee’s duties as an employee of the Company. Grantee further agrees not to use, for purposes of marketing or otherwise, any such Confidential Information, either for Grantee personally or as a representative, agent, employee, officer, director, trustee, owner, or creditor of, or partner, joint venturer, or investor with or in any other Person, except for any information which is not or becomes generally available to the industry public other than as a result of disclosure by Grantee. Nothing contained in which Company competes (hereinafter "this Section 2 will be deemed to in any way alter Grantee’s obligations pursuant to any state trade secrets statute to the extent applicable to the information described in this Section 2. This Section 2 is intended to protect Confidential Information"). Employee agrees , during the period that during Grantee holds the Options, any period of Grantee’s ownership of securities of the Partnership, the period of Grantee’s employment with the Company and after employment, he/she will not directly thereafter for so long as it continues to be of economic value to the Partnership or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings but not to limit Grantee’s rights to seek and other media containing Confidential Information obtain employment in Employee's possession or under Employee's control competition with the Company after termination of Grantee’s employment with the Company, which is covered by Section 5, so long as Grantee continues to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, comply with the confidentiality provisions of this Section 2 during the term of such other employment. Grantee’s confidentiality obligations pursuant to this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information Section 2 shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose deemed to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide supersede in all respects by all prior confidentiality agreements between Grantee and the terms of any such nondisclosure agreements which bind Partnership or the Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee 10.1 Information shall be deemed proprietary or confidential if (a) it is considered by E▇▇▇▇ B▇▇▇▇ to be proprietary or confidential and Buying Agent knows or has reason to know that E▇▇▇▇ B▇▇▇▇ considers it to be proprietary or confidential, or (b) it is the type of information that is treated as proprietary or confidential by regional or national retailers in the United States. Without limiting the foregoing, any information concerning the design, specifications, or manufacture of Product, the contents of the Purchase Documents, including the VCM, merchandising or other retail strategies, including cost and pricing data, and customer lists shall be conclusively deemed to be proprietary or confidential. Any and all information disclosed by E▇▇▇▇ B▇▇▇▇ that is proprietary or confidential and is disclosed in any manner (and regardless of whether such information is specifically labeled as such) is considered confidential information, unless such information falls within the exceptions set forth below (hereinafter "Confidential Information"). 10.2 Buying Agent agrees to hold any Confidential Information disclosed to it in confidence, to cause its employees, agents or other third parties to hold such Confidential Information in confidence, and to use its best efforts (and, in all events, no less than the same standard of care and procedures used to protect its own proprietary and confidential information) to protect the confidential nature of the Confidential Information. Buying Agent shall not disclose Confidential Information to others or use it for purposes other than to perform its obligations under this Agreement. 10.3 Buying Agent agrees to limit disclosure of Confidential Information to those employees or agents necessary for the performance of Buying Agent's obligations hereunder and only to such employees and agents who have agreed to be bound by the obligations herein. 10.4 Buying Agent hereby acknowledges that by reason it is aware, and agrees that it will advise all of employment he/she may have access to Convergentthose persons who are involved in the performance of Buying Agent's trade secrets as well as other confidential or proprietary informationobligations hereunder, that applicable law, including but not limited to: personnel informationsecurities laws, payroll informationmay prohibit any person who has received material, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, non-public information concerning E▇▇▇▇ B▇▇▇▇ (including information about E▇▇▇▇ B▇▇▇▇ or its business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry public) from purchasing or selling securities of E▇▇▇▇ B▇▇▇▇ while in which Company competes (hereinafter "Confidential Information"). Employee agrees possession of such non-public information, and from communicating that during and after employment, he/she will not directly information to any other person who may purchase or indirectly sell securities of E▇▇▇▇ B▇▇▇▇ or who may otherwise violate such laws by the use or divulge such Confidential Information for any reasoncommunication thereof. Employee will also, upon the Company's request, return all writings Buying Agent specifically acknowledges these obligations and other media containing Confidential Information in Employee's possession or under Employee's control agrees to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all bound thereby. 10.5 Confidential Information shall remain the exclusive property of the owner and that Employee shall: not include any information which (a) maintain was publicly available at the confidentiality and secrecy time of all Confidential Information, disclosure; (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted became publicly available after disclosure without breach of this Agreement by the owner, Buying Agent; (c) was in Buying Agent's possession prior to disclosure, as evidenced by Buying Agent's written records, and was not the subject of an earlier confidential relationship with E▇▇▇▇ B▇▇▇▇; (d) was rightfully acquired by Buying Agent after disclosure by E▇▇▇▇ B▇▇▇▇ from a third party who was lawfully in possession of the information and was under no obligation to E▇▇▇▇ B▇▇▇▇ to maintain its confidentiality; (e) is independently developed by Buying Agent's employees or agents who have not had access to the Confidential Information; or (f) is required to be disclosed by the Buying Agent pursuant to judicial order or other compulsion of law, provided that Buying Agent shall provide to E▇▇▇▇ B▇▇▇▇ prompt notice of such order and comply with any protective order imposed on such disclosure. 10.6 At any time requested by E▇▇▇▇ B▇▇▇▇, Buying Agent shall return or destroy all documents, samples or other materials embodying Confidential Information, shall retain no copies of Confidential Information upon request of the other partythereof, and (d) execute any further nondisclosure agreements as may be reasonably required by Company shall certify in writing that such destruction or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightreturn has been accomplished.

Confidential Information. Employee acknowledges that by reason of during Employee's employment he/she may or consultancy with the Company, Employee will develop, discovery, have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationbecome acquainted with technical, financial, marketing, personnel, and other information developed relating to the present or obtained by contemplated products, services (including prices, costs, sales, or content), or the conduct of business of the Company that or an Affiliate, computer programs, computer systems, operations, processes, knowledge of the organization or the industry, research and development operations, future business plans, customers (including identities of customers and prospective customers, identities of individual contracts at business entities which are customers or potential customers), business relationships, or other information, which is not generally available to the industry in which Company competes of a confidential and proprietary nature (hereinafter "Confidential Information"). Employee agrees that during all files, data, records, reports, documents, and after employment, he/she will not directly or indirectly use or divulge the like relating to such Confidential Information for any reason. Employee will alsoInformation, upon the Company's request, return all writings and other media containing Confidential Information in whether prepared by him or otherwise coming into Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee maypossession, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company (or its Affiliates as the case may be), and that Employee shall: (a) maintain hereby agrees to promptly disclose such Confidential Information to the confidentiality Company upon request and secrecy of all hereby assigns to the Company any rights which Employee may acquire in any Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that not to disclose or use any writingConfidential Information and to use Employee's best efforts to prevent the disclosure or use of any Confidential Information either during the term of employment or consultancy or at any time thereafter, discovery, invention, innovation, except as may be necessary in the ordinary course of performing Employee's duties under this Agreement. Upon termination of Employee's employment or other product developed as part of or in connection consultancy with the ServicesCompany for any reason, Employee shall promptly deliver to the Company all materials, documents, data, equipment, and any work materials relating to them, shall be the other physical property of Company any nature containing or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information Information, and Employee shall not take from the Company's premises any such material or equipment or any trademark, copyright, patent or other intellectual property rightreproduction thereof.

Confidential Information. The Employee hereby acknowledges that by reason of in connection with his employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that he will be exposed to and may obtain certain Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is not generally made, developed or compiled by the Employee or otherwise has been or is made available to him) regarding the industry in which business and operations of the Company competes (hereinafter "Confidential Information")and its subsidiaries or affiliates. Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. The Employee further acknowledges that Employee maysuch Confidential Information is unique, during valuable, considered trade secrets and deemed proprietary by the term Company. For purposes of this Agreement, be exposed to certain “Confidential Information” includes, without limitation, any information pertaining to heretofore or provided hereafter acquired, developed or used by third parties, whether clients of the Company or its affiliates direct or notindirect subsidiaries relating to Business Opportunities or Intellectual Property (as those terms are defined below) or other geological, that is designated as confidential by geophysical, economic, financial or management aspects of the disclosing partybusiness, operations, properties or prospects of the Company or its direct or indirect subsidiaries, whether oral or in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner and that Company or its direct or indirect subsidiaries, as the case may be. The Employee shall: (a) maintain further agrees, except for disclosures occurring in the confidentiality and secrecy good faith performance of his duties for the Company or its direct or indirect subsidiaries, during the Employment Term, the Employee will hold in the strictest confidence all Confidential Information, (b) not copyand will not, publishboth during the Employment Term and after the Termination Date, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by the owneror use any Confidential Information, (c) return directly or destroy all copies of Confidential Information upon request of the other indirectly, for his own benefit or profit or allow any person, entity or third party, and (d) execute any further nondisclosure agreements as may be reasonably required by other than the Company or its affiliates direct or any customer or client of Company or its affiliates to which the Services apply, in the course indirect subsidiaries and authorized executives of the Servicessame, and abide in all respects by the terms of to use or otherwise gain access to any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or his agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Company or its direct or indirect subsidiaries. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or is consented to by the Company; provided, however, that if and when such a disclosure is required by law, the Employee promptly will provide the Company with notice of such requirement, so that the Company may seek an appropriate protective order. Employee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any trademarkother federal, copyrightstate or local governmental agency or commission (collectively, patent “Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other intellectual property rightinformation, without notice to the Company. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies.

Confidential Information. Employee acknowledges (a) You acknowledge that by reason of employment he/she may have access to Convergent's trade the Company has trade, business and financial secrets as well as and other confidential or and proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, information regarding the Company and member financial informationits business, marketing plans and strategiesin whatever form, market researchtangible or intangible (collectively, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees , and that during the course of your employment with the Company you have received, will receive or will contribute to the Confidential Information. Confidential Information includes sales materials, technical information, processes and after employmentcompilations of information, he/she records, specifications and information concerning customers, prospective customers or vendors, customer and prospective customer lists, and information regarding methods of doing business. However, Confidential Information does not include information that (i) is obtained by you from a source other than the Company or its affiliates who is not under a duty of non-disclosure to the Company or such affiliate or (ii) becomes generally available to the public other than through disclosure by you in violation of the provisions of this Agreement. (b) You are aware of those policies implemented by the Company to keep its Confidential Information secret. You acknowledge that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information. (c) During and following your employment by the Company, you will hold in confidence and will not directly or indirectly disclose, use, copy, make lists of, or make available to others any Confidential Information except in the good faith performance of your duties to the Company or to the extent authorized in writing by the Board or required by law or compelled by legal process. You agree to use reasonable efforts to give the Company notice (accompanied by a copy of the subpoena, order or divulge other process used to compel disclosure) of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice within one (1) business day after you are informed that such disclosure is being or will be compelled. (d) You further agree not to use any Confidential Information for the benefit of any reason. Employee will also, upon person or entity other than the Company's request. (e) Upon termination of your employment, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees you agree that all Confidential Information shall remain and other files, documents, materials and other repositories containing information concerning the exclusive property Company or the business of the owner and that Employee shall: Company (aincluding all copies thereof) maintain in your possession, custody or control, whether prepared by you or others, will remain with or be returned to the confidentiality and secrecy Company promptly (within twenty-four (24) hours) after the date of all Confidential Informationsuch termination. (f) Notwithstanding anything herein to the contrary, (b) not copy, publish, you may disclose to others or use any and all persons, without limitation of any kind, the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request U.S. federal income tax treatment and tax structure of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing transactions contemplated in this Agreement constitutes and all materials of any grant kind (including opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal income tax treatment of license or assignment with respect the transactions contemplated in this Agreement and does not include information relating to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthe identity of the parties hereto.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary the information, observations and data (including trade secrets) obtained by him while employed by the Company and its Subsidiaries concerning the business or affairs of the Company and its Subsidiaries and the nature and structure of the Acquisition (“Confidential Information”) are the property of the Company or such Subsidiary. Therefore, Executive agrees that, except as required by law or court order, including, but not limited to: personnel information, payroll informationdepositions, profit interrogatories, court testimony, and loss statementsthe like, budget statements he shall not disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and projectionsto the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions. Executive shall deliver to the Company at the termination or expiration of the Employment Period, balance sheetsor at any other time the Company may request, client informationall memoranda, Company notes, plans, records, reports, computer tapes, printouts and member financial information, marketing plans and strategies, market research, client software and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier documents and data (and copies thereof) embodying or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available relating to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries which he may then possess or have under his control. (b) not copy, publish, disclose Except with regard to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or disclosures made in connection with the ServicesMerger, Executive shall be prohibited from using or disclosing any confidential information or trade secrets that Executive may have learned through any prior employment. If at any time during this employment with the Company or any Subsidiary, Executive believes he is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations Executive may have to former employers, Executive shall immediately advise the Board so that Executive’s duties can be modified appropriately. (c) Executive represents and warrants to the Company that Executive took nothing with him which belonged to any former employer when Executive left his prior position and that Executive has nothing that contains any information which belongs to any former employer. If at any time Executive discovers this is incorrect, Executive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and any work materials relating Executive shall not be permitted to them, shall be the property of Company use or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect refer to any Confidential Information or any trademark, copyright, patent or other intellectual property rightsuch materials in the performance of Executive’s duties hereunder.

Confidential Information. Employee Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the ▇▇▇▇▇▇ Shareholders, severally and not jointly, acknowledges that by reason information concerning the business and affairs of employment he/she the Company (“Confidential Information”) may have access be disclosed to Convergent's trade secrets as well as other confidential the Nominees or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained their Replacements by the Company or its subsidiaries, or by the Company’s or its subsidiaries’ Representatives. Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the ▇▇▇▇▇▇ Shareholders severally and not jointly agrees that is the Nominees or their Replacements will not disclose any of the Confidential Information to other members of the PW Group/Luxor/▇▇▇▇▇▇ Shareholders who are not directors of the Company. For purposes of this Agreement, the term “Confidential Information” shall not include information that (a) was in or enters the public domain, or was or becomes generally available to the industry public, other than as a result of disclosure by the Nominees or their Replacements in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term violation of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copywas independently acquired or developed by the Nominees, publishtheir Replacements or members of the PW Group/Luxor/▇▇▇▇▇▇ Shareholders without violating any of the obligations of the Nominees or their Replacements or any other confidentiality agreement, or under any other contractual, legal, fiduciary or binding obligation of the Nominees or their Replacements. Notwithstanding the foregoing, the Nominees or their Replacements may disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the to their attorneys and to their other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyRepresentatives, in the course of the Services, each case in accordance with and abide in all respects by subject to the terms of the Non-Disclosure Agreement in the form attached hereto as Exhibit B. The PW Group/Luxor/▇▇▇▇▇▇ Shareholders shall cause any Nominee or Replacement to execute and deliver to the Company the Non-Disclosure Agreement in the form attached hereto as Exhibit B with the applicable PW Group/Luxor/▇▇▇▇▇▇ Shareholder or Shareholders prior to any such nondisclosure agreements disclosure. Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the ▇▇▇▇▇▇ Shareholders severally and not jointly acknowledges that the U.S. securities laws prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which bind Companyit is reasonably foreseeable that such person is likely to purchase or sell such securities. Employee further The Company agrees that any writing, discovery, invention, innovation, or other product developed as part none of or in connection with the Services, and any work materials relating to them, shall PW Group/Luxor/▇▇▇▇▇▇ Shareholders will be the property of Company or its affiliates and shall be treated as works responsible for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightobtained by others as a result of governmental monitoring of communications.

Confidential Information. Employee The Executive acknowledges that by reason in the course of his employment he/she may have with the Company, he has received and will receive access to Convergent's confidential information of a special and unique value concerning the Company and its business, including, without limitation, trade secrets as well as secrets, know-how, lists of customers, employee records, books and records relating to operations, costs or providing service and equipment, operating and maintenance costs, pricing criteria and other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit information and loss statements, budget statements and projections, balance sheets, client information, knowledge concerning the business of the Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes its affiliates (hereinafter collectively referred to as "Confidential Information")) which the Company desires to protect. Employee agrees The Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon is confidential and the protection of such Confidential Information against unauthorized use or disclosure is of critical importance to the Company's request, return all writings and other media containing . The Executive agrees that he will not reveal such Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal lawone outside the Company. Employee The Executive further acknowledges agrees that Employee may, during the term of this AgreementAgreement and thereafter he will not use or disclose such Confidential Information. Upon termination of his employment hereunder, be exposed the Executive shall surrender to certain the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment hereunder and relating to the Confidential Information referred to in this Section 7, and the Executive agrees that all such materials will at all times remain the property of the Company. The obligation of confidentiality, non-use and non- disclosure of know-how set forth in this Section 7 shall not extend to know-how and information pertaining (i) which was in the public domain prior to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential disclosure by the disclosing party, whether in writing or orally, (ii) which information shall be treated as "Confidential Information" for purposes comes into the public domain other than through a breach of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential InformationAgreement, (biii) not copywhich is disclosed to the Executive after the termination of this Agreement by a third party having legitimate possession thereof and the unrestricted right to make such disclosure, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (civ) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, is necessarily disclosed in the course of the Services, and abide Executive's performance of his duties to the Company as contemplated in all respects by this Agreement. The agreements in this Section 7 shall survive the terms termination of any such nondisclosure agreements which bind Companythis Agreement. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for For purposes of any laws pertaining to this Section 7, the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightterm "Company" shall include the Company and its Affiliates.

Confidential Information. Employee acknowledges (a) You acknowledge that by reason of employment he/she may have access to Convergent's trade the Company has trade, business and financial secrets as well as and other confidential and proprietary information regarding the Company and its business, in whatever form, tangible or proprietary intangible (collectively, the “Confidential Information”), and that during the course of your employment with the Company you have received, will receive or will contribute to the Confidential Information. Confidential Information includes sales materials, technical information, including but not limited to: personnel processes and compilations of information, payroll informationrecords, profit specifications and loss statementsinformation concerning customers, budget statements prospective customers or vendors, customer and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing prospective customer lists, annual operating plansand information regarding methods of doing business. However, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other Confidential Information does not include information developed or that (i) is obtained by you from a source other than the Company that or its affiliates who is not under a duty of non-disclosure to the Company or such affiliate or (ii) becomes generally available to the industry public other than through disclosure by you in which violation of the provisions of this Agreement. (b) You are aware of those policies implemented by the Company competes (hereinafter "to keep its Confidential Information secret. You acknowledge that the Confidential Information has been developed or acquired by the Company through the expenditure of substantial time, effort and money and provides the Company with an advantage over competitors who do not know or use such Confidential Information"). Employee agrees that during . (c) During and after employmentfollowing your employment by the Company, he/she you will hold in confidence and will not directly or indirectly disclose, use, copy, make lists of, or make available to others any Confidential Information except in the good faith performance of your duties to the Company or to the extent authorized in writing by the Board or required by law or compelled by legal process. You agree to use reasonable efforts to give the Company notice (accompanied by a copy of the subpoena, order or divulge other process used to compel disclosure) of any and all attempts to compel disclosure of any Confidential Information, in such a manner so as to provide the Company with written notice within one (1) business day after you are informed that such disclosure is being or will be compelled. (d) You further agree not to use any Confidential Information for the benefit of any reason. Employee will also, upon person or entity other than the Company's request. (e) Upon termination of your employment, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees you agree that all Confidential Information shall remain and other files, documents, materials and other repositories containing information concerning the exclusive property Company or the business of the owner and that Employee shall: Company (aincluding all copies thereof) maintain in your possession, custody or control, whether prepared by you or others, will remain with or be returned to the confidentiality and secrecy Company promptly (within twenty-four (24) hours) after the date of all Confidential Informationsuch termination. (f) Notwithstanding anything herein to the contrary, (b) not copy, publish, you may disclose to others or use any and all persons, without limitation of any kind, the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request U.S. federal income tax treatment and tax structure of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing transactions contemplated in this Agreement constitutes and all materials of any grant kind (including opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal income tax treatment of license or assignment with respect the transactions contemplated in this Agreement and does not include information relating to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthe identity of the parties hereto.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit Any and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other all information developed or obtained disclosed by the Company that is not generally available Buyer to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly Seller or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control Seller to Convergent. These obligations are in addition the Buyer as a result of the negotiations leading to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term execution of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orallyfurtherance thereof, which information shall be treated was not already known to the Seller or to the Buyer, as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information the case may be, shall remain confidential to the exclusive property Seller and the Buyer. Each of the owner Seller and the Buyer agree not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The information intended to be protected hereby shall include, but not be limited to, financial information, customers, sales representatives, and anything else having an economic or pecuniary benefit to the Buyer or the Seller, respectively. If the Closing occurs hereunder, any and all information disclosed by the Seller to the Buyer and relating to the Business or the Acquired Assets shall thereafter be deemed the confidential information of the Buyer, rather than of the Seller, and the Seller agrees not to further divulge or disclose or use for its benefit or purposes any such information at any time in the future unless it has otherwise become public. The confidentiality letter agreement (the "Confidentiality Letter") dated September 5, 2000 between the ▇. ▇▇▇▇▇ and Footstar, Inc., is incorporated herein by reference and shall continue in force and effect after the date hereof, except that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential InformationBuyer, rather than Footstar, Inc., shall be deemed the "Recipient" as that term is used in the Confidentiality Letter, (b) to the extent that any terms of the Confidentiality Letter are inconsistent with any terms of this Agreement (not copyincluding the Confidentiality Agreement), publish, disclose to others or use the Confidential Information except as expressly permitted by the ownerterms of this Agreement shall govern, (c) return until the Closing occurs or destroy all copies of Confidential Information upon request this Agreement has been validly terminated, paragraph 8 of the other partyConfidentiality Letter shall not restrict actions by the Buyer in furtherance of its acquisition of the Business, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course paragraph 4 of the Services, and abide in all respects by Confidentiality Letter shall not survive the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightClosing hereunder.

Confidential Information. The Employee hereby acknowledges that by reason of in connection with his employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that he will be exposed to and may obtain certain Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is not generally made, developed or compiled by the Employee or otherwise has been or is made available to him) regarding the industry in which business and operations of the Company competes (hereinafter "Confidential Information")and its subsidiaries or affiliates. Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. The Employee further acknowledges that Employee maysuch Confidential Information is unique, during valuable, considered trade secrets and deemed proprietary by the term Company. For purposes of this Agreement, be exposed “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company, Linn Energy or their direct or indirect subsidiaries relating to certain information pertaining to Business Opportunities or provided by third partiesIntellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company, Linn Energy or their direct or indirect subsidiaries, whether clients of Company oral or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner and that Company, Linn Energy or their direct or indirect subsidiaries, as the case may be. The Employee shall: (a) maintain further agrees, except for disclosures occurring in the confidentiality and secrecy good faith performance of his duties for the Company, Linn Energy or their direct or indirect subsidiaries, during the Employment Term, the Employee will hold in the strictest confidence all Confidential Information, (b) not copyand will not, publishboth during the Employment Term and for a period of five years after the Termination Date, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by or use any Confidential Information, directly or indirectly, for his own benefit or profit or allow any person, entity or third party, other than the ownerCompany, (c) return Linn Energy or destroy all copies of Confidential Information upon request their direct or indirect subsidiaries and authorized executives of the other partysame, and (d) execute to use or otherwise gain access to any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or his agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Company, Linn Energy or their direct or indirect subsidiaries. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or any trademarkis consented to by the Company or Linn Energy; provided, copyrighthowever, patent or other intellectual property rightthat if and when such a disclosure is required by law, the Employee promptly will provide the Company with notice of such requirement, so that the Company may seek an appropriate protective order.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the business affairs, information, trade secrets as well as secrets, and other matters of the Company and its subsidiaries which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the “Confidential Information”) concerning the business of the Company, its predecessors and their respective subsidiaries. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the “Hotel Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control he will immediately turn over to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that (i) such disclosure or use is required by the Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of the Confidential Information as is strictly required, or (iii) such Confidential Information is or becomes generally known to and available for use by the public, other than as a result of any action or inaction directly or indirectly by the Executive. At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by reason him during the course of his employment he/she may have access to Convergent's trade secrets with the Company is the sole and exclusive property of the Company and its Subsidiaries, as well as other applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary informationinformation (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.5(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to: personnel informationto (i) business development, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client growth and other mailing lists, annual operating strategic business plans, Company strategic plans(ii) properties available for acquisition, financing development or sale, (iii) accounting and business transactionsmethods, pending negotiations(iv) services or products and the marketing of such services and products, supplier (v) fees, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and reports, (ix) computer software, including operating systems, applications and program listings, (x) flow charts, manuals and documentation, (xi) data bases, (xii) inventions, devices, new developments, methods and processes, whether patentable or vendor unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all technology and trade secrets, (xv) confidential terms of material agreements and customer relationships, contract terms, and pricing (xvi) all similar and cost information, and other related information developed in whatever form or obtained by the Company medium. Confidential Information shall not include any information that is not has become generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly public prior to the date the Executive proposes to disclose or indirectly use such information or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property general know-how of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightExecutive.

Confidential Information. Employee 8.1 The Executive recognizes and acknowledges that by reason during the course of employment he/she may his employment, he will have access to Convergent's trade secrets as well as other confidential certain information not generally known to the public, relating to the products, sales or proprietary informationbusiness of the Corporation and its affiliates which may include, including but not limited to: personnel informationwithout limitation, payroll informationsoftware, profit and loss statementsliterature, budget statements and data programs, customer contact lists, sources of supply, prospects or projections, balance sheetsmanufacturing techniques, client informationprocesses, Company and member financial informationformulas, marketing plans and strategiesresearch or experimental work, market researchwork in process, client and other mailing lists, annual operating plans, Company strategic planstrade secrets, business transactionsopportunities, pending negotiationsreports, supplier evaluations, notes, analysis, documents, geological, engineering, geophysical and/or land maps or vendor relationshipsdata or any other proprietary or confidential matter including Business Records (collectively, contract termsthe “Confidential Information”). The Executive recognizes and acknowledges that this Confidential Information constitutes a valuable, special and pricing unique asset of the Corporation and cost informationits affiliates, access to and other information developed or obtained by the Company that is not generally available knowledge of which are essential to the industry in which Company competes (hereinafter "Confidential Information")performance of the Executive’s duties. Employee agrees that during The Executive acknowledges and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all such Confidential Information Information, including without limitation that which the Executive conceives or develops, either alone or with others, at any time during his employment by the Corporation and its affiliates, is and shall remain the exclusive property of the owner Corporation. The Corporation further recognizes, acknowledges and that Employee shall: (a) maintain agrees that, to enable the confidentiality Corporation and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which perform services for its customers or clients, such customers and clients may furnish to the Services applyExecutive confidential information concerning their business affairs, in the course property, methods of the Servicesoperation or other data, and abide in all respects by that the terms goodwill and successful business relationships afforded to the Corporation and its affiliates depends on the Corporation’s executives and employees preserving the confidentiality of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Servicesinformation, and any work materials relating to them, shall be the property of Company or its affiliates and that such information shall be treated as works Confidential Information of the Corporation for hire all purposes under this Agreement. 8.2 The Executive agrees that, except as directed by the Corporation, the Executive will not at any time, whether during or after his employment with the Corporation or its affiliates, use or disclose to any person for purposes any purpose other than for the benefit of the Corporation any Confidential Information, or permit any person to use, examine and/or make copies of any laws pertaining documents files, data, or other information sources which contain or are derived from the Confidential Information whether prepared by the Executive or otherwise coming into the Corporation’s possession or control without the prior written permission of the Corporation. 8.3 The Executive agrees that upon request by the Corporation and in any event upon termination of employment, the Executive shall turn over to the Corporation all Confidential Information in the Executive’s possession or under his control which was created pursuant to, is connected with or derived from the Executive’s services to the Corporation, or which is related in any manner to the Corporation’s business activities or research and development efforts, whether or not such materials are in the Executive’s possession as of the date of this Agreement. 8.4 The Corporation and the Executive agree and stipulate that the agreements and covenants not to solicit contained in Article 7, including the scope of the restricted activities described therein and the duration and geographical extent of such restrictions, are fair and reasonably necessary for the protection of copyrights or the Confidential Information, goodwill, and other intellectual property rights. Nothing protestable interests, in this Agreement constitutes any grant the light of license or assignment with respect to all of the facts and the circumstances of the relationship between the Executive and the Corporation. 8.5 The Executive acknowledges that the disclosure of any Confidential Information or breach or threatened breach of any trademark, copyright, patent of the non-solicit and non-disclosure covenants or other intellectual property rightagreements contained herein would give rise to irreparable injury to the Corporation or clients of the Corporation which injury would be inadequately compensable in money damages. Accordingly, the Corporation or where appropriate, a client of the Corporation, may seek and obtain injunctive relief from the breach of any provision, requirements or covenant in this Agreement, in addition to and not in limitation of any other legal remedies, which may be available. The Executive further acknowledges, agrees and stipulates that, in the event of the termination of employment with the Corporation, the Executive’s experience and capabilities are such that the Executive can obtain employment in business activities which are of a different and non-competing nature with his activities as an Executive of the Corporation and that the enforcement of a remedy hereunder by way of injunction shall not prevent the Executive from earning a reasonable livelihood. The Executive further acknowledges and agrees that the covenants herein are necessary for the protection of the Corporation’s legitimate business interests and is reasonable in scope and content.

Confidential Information. Employee Assistant acknowledges that certain information received or developed by Assistant while performing tasks for Licensee pursuant to this Agreement constitutes proprietary information (“Proprietary Information”), in that such information as it relates to Licensee or Broker: (1) derives economic value, actual or potential, from being not generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In accordance with the foregoing criteria, Assistant further acknowledges that all lists of potential and actual clients and customer listings and sales files maintained by Licensee or Broker and any and all correspondence, papers, documents, and other materials furnished to the Assistant by Licensee or obtained by Assistant while performing tasks under this Agreement, are Proprietary Information and as such are confidential to and are and will remain the sole and exclusive property of Licensee. Except to the extent to perform the duties assigned to him or her by Licensee, Assistant will hold such Proprietary Information in trust and in strict confidence, and will not use, reproduce, distribute, disclose, or otherwise disseminate the Proprietary Information or any physical embodiments thereof and may in no event take any action causing, or fail to take the action necessary in order to prevent, any Proprietary Information disclosed to or developed by the Assistant to lose its character or cease to qualify as Proprietary Information. FOR TRAINING ONLY Upon request by Licensee, and in any event upon the termination of Assistant for any reason of employment he/she may have access whatsoever or this Agreement is terminated or ends, Assistant will promptly deliver to Convergent's trade secrets Licensee all such lists, files, papers, and materials as well as any other confidential property belonging to Licensee, including, without limitation, all Proprietary Information (and all physical embodiments thereof then in his or proprietary informationher custody, including but not limited to: personnel informationcontrol, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"possession). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during During the term of this AgreementAgreement and for a period of twelve (12) months following the termination of this Agreement for any reason whatsoever, be exposed to certain information pertaining the Assistant shall not (except on behalf of or with the prior written consent of Licensee), either directly or indirectly, on the Assistant’s own behalf or on behalf of others solicit, divert, appropriate to or provided by third partiesattempt to solicit, whether clients divert, or appropriate to Assistant’s own advantage, or to the advantage of Company any other person or its affiliates entity, any business from any client or notactively sought prospective client of Licensee referenced in such lists, files, papers, and materials and about whom Assistant has acquired Proprietary Information. Assistant acknowledges and agrees that is designated as confidential by the disclosing party, whether foregoing provisions contained in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain are reasonable and necessary and are the exclusive property least restrictive means available to protect the legitimate business interests of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightLicensee.

Confidential Information. The Employee hereby acknowledges that by reason of in connection with his employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that he will be exposed to and may obtain certain Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is not generally made, developed or compiled by the Employee or otherwise has been or is made available to him) regarding the industry in which business and operations of the Company competes (hereinafter "Confidential Information")and its subsidiaries or affiliates. Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. The Employee further acknowledges that Employee maysuch Confidential Information is unique, during valuable, considered trade secrets and deemed proprietary by the term Company. For purposes of this Agreement, be exposed to certain “Confidential Information” includes, without limitation, any information pertaining to heretofore or provided hereafter acquired, developed or used by third parties, whether clients of the Company or its affiliates direct or notindirect subsidiaries relating to Business Opportunities or Intellectual Property (as those terms are defined below) or other geological, that is designated as confidential by geophysical, economic, financial or management aspects of the disclosing partybusiness, operations, properties or prospects of the Company or its direct or indirect subsidiaries, whether oral or in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner and that Company or its direct or indirect subsidiaries, as the case may be. The Employee shall: (a) maintain further agrees, except for disclosures occurring in the confidentiality and secrecy good faith performance of his duties for the Company or its direct or indirect subsidiaries, during the Employment Term, the Employee will hold in the strictest confidence all Confidential Information, and will not, both during the Employment Term and for a period of two (b2) not copyyears after the Termination Date, publishdirectly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by the owneror use any Confidential Information, (c) return directly or destroy all copies of Confidential Information upon request of the other indirectly, for his own benefit or profit or allow any person, entity or third party, and (d) execute any further nondisclosure agreements as may be reasonably required by other than the Company or its affiliates direct or any customer or client of Company or its affiliates to which the Services apply, in the course indirect subsidiaries and authorized executives of the Servicessame, and abide in all respects by the terms of to use or otherwise gain access to any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or his agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Company or its direct or indirect subsidiaries. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or is consented to by the Company; provided, however, that if and when such a disclosure is required by law, the Employee promptly will provide the Company with notice of such requirement, so that the Company may seek an appropriate protective order. Employee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any trademarkother federal, copyrightstate or local governmental agency or commission (collectively, patent “Government Agencies”). Employee further understands that this Agreement does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other intellectual property rightinformation, without notice to the Company. This Agreement does not limit Employee’s right to receive an award for information provided to any Government Agencies.

Confidential Information. Employee understands and acknowledges that by reason during the course of employment he/she may with Company, Employee will have access to Convergent's trade secrets as well as and learn about confidential, secret, and proprietary documents, materials, data, and other confidential or proprietary information, in tangible and intangible form, of and relating to Company’s Business, including its existing and prospective customers, suppliers, and other associated third parties (“Confidential Information”). Employee further understands and acknowledges that this Confidential Information and Company’s ability to reserve it for the exclusive knowledge and use of Company is of great competitive importance and commercial value to Company, and that improper use or disclosure of the Confidential Information by Employee will cause irreparable harm to Company, for which remedies at law will not be adequate and may also cause Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties and civil damages or penalties. For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: personnel informationbusiness processes, payroll informationpractices, profit and loss statementsmethods, budget statements and projectionspolicies, balance sheetsplans, client informationdocuments, Company and member financial informationresearch, marketing plans and operations, services, strategies, market researchagreements, client and other mailing listscontracts, annual operating planstransactions, Company strategic planspotential transactions, business transactionsnegotiations, pending negotiations, supplier know-how, trade secrets, applications, operating systems, pricing information, customer information and customer lists of Company and Company’s Business or vendor relationships, contract termsof any other person or entity that has entrusted information to Company in confidence. The Employee understands that the above list is not exhaustive, and pricing and cost information, and that Confidential Information also includes other information developed or obtained by the Company that is not generally available marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the industry context and circumstances in which Company competes (hereinafter "Confidential Information")the information is known or used. Employee understands and agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. developed by Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment by Company shall be subject to the Services, terms and abide conditions of this Agreement as if Company furnished the same Confidential Information to Employee in all respects the first instance. Confidential Information shall not include information that is generally available to and known by the terms of any public, provided that such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining disclosure to the protection public is through no direct or indirect fault of copyrights Employee or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightperson(s) acting on Employee’s behalf.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information“Buyer Confidential Information” means any technical, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client business and other mailing listskind of information (including, annual operating planswithout limitation, Company strategic plansknow-how, business transactionsdata, pending negotiationsformulae, supplier or vendor relationships, contract termstechnical expertise, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term equipment) disclosed on behalf of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company Buyer or its affiliates to which the Services applySeller Group, or observed by Seller Group, whether before or after issuance of this Purchase Order, in the course furtherance of the provision of Materials or Services under this Contract. Seller Group shall (1) not disclose or make such available to any third party, (2) not use Buyer Confidential Information, except for provision of Materials or Services, and abide (3) limit access to Buyer Confidential Information to its or its Subcontractors employees, directors, and officers requiring that access in all respects furtherance of the provision of Materials or Services, provided those persons are aware of Seller’s obligations and are bound by obligations no less restrictive than Seller’s obligations under this Contract. The obligations of confidentiality and limited use will not apply to any information that: (i) is or becomes generally known to the terms public without breach of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, obligation owed to Buyer; (ii) was known to Seller without restriction on use or other product disclosure prior to its disclosure by Buyer; (iii) was independently developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes by Seller without breach of any laws pertaining obligation owed to Buyer; or (iv) is legally acquired, without obligations of confidentiality or restrictions of use, from a third party who is under no legal duty to Buyer to keep the information confidential. Seller may comply with a court order compelling production of Buyer Confidential Information, but Seller must give Buyer reasonable prior notice and use reasonable efforts to obtain protection for any Buyer Confidential Information disclosed. Notwithstanding restrictive legends to the protection contrary, no confidentiality obligations will be imposed on Buyer by acceptance of copyrights Materials or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightServices supplied by Seller.

Confidential Information. Employee acknowledges agrees to keep confidential all information protected by the Company as trade secrets during the term of this Agreement (including any leaves of absence) and will neither use nor disclose the confidential information without written authorization by the Company for ten years thereafter. For the purposes of this Agreement, such confidential information shall include information set forth in any application for Letters Patent unless and until such information is ultimately published. The Company and Employee mutually agree that the following types of information shall not be protected by this Agreement: (a) Information already in the public domain at the time Employee received it; (b) Information which although disclosed in confidence to Employee is later disseminated by the Company into the public domain; (c) Information which although received in confidence by Employee is subsequently disseminated into public domain by a third party who has not breached any duty to any other party in disseminating such information; and (d) Information given by the Company in confidence to Employee which Employee is expressly authorized in writing by the Company to use or disclose thereafter. Employee also understands and agrees that he will maintain in confidence all information known to him by reason of his employment he/she even if such information is included in a redacted deposit of a work filed with an application for copyright registration, if such deposit has been abridged in order to protect the confidentiality of the information deposited with the Copyright Office. For purposes of this Agreement, a trade secret "...may have access to Convergentconsist of any formula, pattern, device or compilation of information which is used in one's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsbusiness, and pricing and cost informationwhich gives him an opportunity to obtain an advantage over competitors who do not know or use it. It may be a formula for a chemical compound, and a process of manufacturing, trading or preserving materials, a pattern for machine or other information developed device, or obtained a list of customers..." as commonly interpreted by the Company that is not generally available courts of the State of Texas. Upon the termination of this Agreement, regardless of how such termination may be brought about, Employee shall deliver to the industry in Company any and all documents, instruments, notes, papers or other expressions or embodiments of Proprietary Property or confidential information which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information are in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcontrol.

Confidential Information. Employee acknowledges a. The Transfer Agent and Corporation acknowledge that by reason during the course of employment he/she the Agreement, the parties (the Discloser being the “Discloser” and the Recipient the “Recipient”) may make confidential data available to each other or may otherwise have access to Convergent's trade secrets as well as other proprietary or confidential information regarding the Corporation, its stockholders, or proprietary informationthe Transfer Agent, including or its or their affiliates (collectively, “Confidential Data”). Confidential Data includes all information not generally known or used by others and which gives, or may give the possessor of such information an advantage over its competitors or which could cause Corporation or Transfer Agent injury, loss of reputation or goodwill if disclosed. Such information includes, but is not necessarily limited to: personnel informationdata or information that identifies past, payroll informationcurrent or potential customers, profit and loss statementsstockholders, budget statements and projectionsbusiness practices, balance sheetsfinancial results, client informationfees, Company and member financial information, marketing plans and strategies, market research, client development, systems and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, ; certain information and pricing and cost information, and other information developed or obtained material identified by the Company Discloser as “Proprietary” or “Confidential”; data that is not generally available the Transfer Agent furnishes to the industry in which Company competes (hereinafter "Corporation from the Transfer Agent’s database; data received from the Corporation and enhanced by the Transfer Agent; and/or data or information that the Recipient should reasonably be expected to know is confidential. Confidential Information")Data may be written, oral, recorded, or maintained on other forms of electronic media. Employee agrees Because of the sensitive nature of the information that during the Recipient and after employment, he/she will not directly its employees or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term agents may obtain as a result of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property intent of the owner and parties is that Employee shall: (a) maintain the confidentiality and secrecy of all these provisions be interpreted as broadly as possible to protect Confidential InformationData. This Agreement, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection together with the Servicesexhibits and schedules referred to herein or delivered pursuant hereto, are Confidential and any work materials relating to themProprietary, shall be the property of Company or its affiliates and shall be treated as works Confidential Data by the parties hereto. The Transfer Agent acknowledges that all Confidential Data furnished by Corporation is considered proprietary and strictly confidential. The parties agree to maintain security measures to protect Confidential Data in its possession. b. The Recipient agrees to hold as confidential all Confidential Data it receives from the Discloser. As between the Recipient and Discloser, ownership of Confidential Data shall remain with the Discloser, and Recipient shall not take any ownership interest in or right to use the Confidential Data unless expressly agreed in writing by the Discloser. The Recipient will use at least the same care and discretion to avoid unauthorized use and disclosure of the Discloser’s Confidential Data as it uses with its own similar information that it does not wish disclosed, but in no event less than a reasonable standard of care and no less than is required by law. The Recipient may only use and disclose Confidential Information of the Discloser only as necessary for hire for purposes the following “Permitted Purposes”: (1) performing its obligations under this Agreement, (2) in the case of any laws pertaining to Corporation, deriving the protection of copyrights or other intellectual property rights. Nothing reasonable and intended benefit from the services provided by Transfer Agent under this Agreement, and (3) as otherwise specifically permitted in writing by the Discloser in this Agreement constitutes or elsewhere. The Recipient may disclose Confidential Data to: (i) its employees and employees of permitted subcontractors and affiliates who have a need to know; (ii) its attorneys and accountants as necessary in the ordinary course of its business; (iii) any grant regulatory authority, including the SEC and DTCC, and (iv) any other party with the Discloser’s prior written consent. Without limiting the foregoing, the parties further agree, subject to applicable law and regulations, that: (i) Confidential Data shall not be distributed, disclosed, or conveyed to any third party except by prior written approval of license the Discloser; (ii) no copies or reproductions shall be made of any Confidential Data, except as needed to provide the services described in this Agreement; and (iii) the Recipient shall not use any Confidential Data for its own benefit or for the benefit of any third party. c. The parties acknowledge that the unauthorized use or disclosure of any Confidential Data may cause irreparable harm to the Discloser. Accordingly, the parties agree that the Discloser shall be entitled to equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Agreement or any threatened or actual unauthorized use or disclosure of Confidential Data. d. Except as prohibited by applicable law or regulation, the Recipient shall promptly notify the Discloser in writing of any subpoena, summons or other legal process served on the Recipient for the purpose of obtaining Confidential Data (i) consisting of a stockholder list, such as an identified class of Corporation stockholders, or (ii) relating to significant regulatory action or litigation that would have a material effect on the performance of the Transfer Agent or corporate status of Corporation. In such cases, the Discloser shall have a reasonable opportunity to seek appropriate protective measures; provided, however, that this subsection shall not require the Transfer Agent to notify the Corporation of its receipt of any subpoena, summons or other legal process seeking Confidential Data for a single stockholder or group of related stockholders in connection with routine tax levies or other routine third party litigation involving a stockholder. The Discloser will indemnify the Recipient for all reasonable expenses incurred by the Recipient in connection with determining the lawful release of the Confidential Data that is subject to a subpoena, summons or other legal process. e. The obligations set forth in paragraphs (a) through (d) above shall not apply to: (i) any disclosure specifically authorized in writing by the Discloser; (ii) any disclosure required by applicable law or regulation, including pursuant to a court order; or (iii) Confidential Data which: (1) has become public without violation of this Agreement; or (2) was disclosed to the Recipient by a third party not under an obligation of confidentiality to the Discloser; or (3) was independently developed by the Recipient not otherwise in violation or breach of this Agreement or any other obligation of the Recipient to the Discloser; or (4) was rightfully known to the Recipient prior to entering into this Agreement. f. The obligations of each party set forth in paragraphs (a) through (e) above shall survive termination or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightof this Agreement.

Confidential Information. Employee acknowledges that (a) LGC and its Affiliates (which after Closing will not include Lehigh GP, the Partnership or the Subsidiaries of the Partnership) shall not, directly or indirectly, disclose after the Closing Date to any Person any information not in the public domain or generally known in the industry, in any form, acquired prior to the Closing Date, relating to the business and operations of Lehigh GP, the Partnership or the Subsidiaries of the Partnership. Notwithstanding the foregoing, LGC may disclose any information relating to the business and operations of Lehigh GP, the Partnership or the Subsidiaries of the Partnership (i) if required by reason Law, applicable stock exchange rule or in relation to any Tax Returns, (ii) to such other Persons if, at the time such information is provided, such Person is already in the possession of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary such information, including but not limited to: personnel informationor (iii) if such information relates to ongoing commercial relationships between LGC or any of its Affiliates (on the one hand) and Lehigh GP, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and the Partnership or any Subsidiary of the Partnership (on the other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termshand), and pricing such disclosure is reasonably necessary in furtherance of the business and cost informationoperations of LGC or any such Affiliate; provided, however, that LGC and other its Affiliates may not disclose such information developed or obtained by the Company that is not generally available pursuant to this clause (iii) to the industry extent that disclosure is restricted by a written agreement entered into in which Company competes connection with any such ongoing commercial relationship. (hereinafter "Confidential Information"). Employee agrees that during b) If this Agreement is terminated, any information regarding LGC, Lehigh GP, the Partnership or the Subsidiaries of the Partnership furnished to CST, GP Buyer or their Representatives (as defined in the Confidentiality Agreement) in connection with CST and after employment, he/she will not directly GP Buyer’s consideration or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon negotiation of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of transactions contemplated by this Agreement, obtained by CST, GP Buyer or their Representatives pursuant to Section 5.2 above, or disclosed on any Schedule to this Agreement, will be exposed to certain information pertaining to or provided by third partiesconsidered “Confidential Information” as that term is defined in, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information and shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain subject to the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other partyrestrictions, and the remedy (dincluding equitable relief) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyand other provisions, contained in the course of Confidentiality Agreement. CST and GP Buyer acknowledge that the Services, and abide “Transaction” referred to in all respects the Confidentiality Agreement is the transaction contemplated by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightand the IDR Purchase Agreement.

Confidential Information. Employee recognizes and acknowledges that by reason in the course of his/her employment hereunder, and during prior period of employment with the Company (if any), he/she may have access has occupied and will continue to Convergentoccupy a position of trust and confidence. As a consequence, it will be necessary for Employee to acquire information which could include for example, information in whole or in part concerning the Company's sales, sales volume, sales methods, sales proposals, identity of customers and prospective customers, amount or kind of customer's purchases from the Company, the Company's sources of supply, the Company's computer programs, system documentation, special hardware, products hardware, related software development, the Company's manuals, trade secrets as well as secrets, formulae, processes, methods, machines, compositions, ideas, development concepts, data and know-how, improvements, inventions or other confidential or proprietary informationinformation belonging to the Company or relating to the Company's affairs, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing the Company's manner of operation and/or its plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termspricing policies, and pricing all papers, resumes and cost information, and other records (including computer records) of documents containing information developed or obtained not disclosed by the Company that is not generally available was learned by Employee in the course of his/her employment with the Company (collectively referred to the industry in which Company competes (hereinafter herein as "Confidential Information"). Employee agrees recognizes and acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reasonis the Property of the Company, and that such information is specialized, unique in nature and of great value to the Company and that such information gives the Company a competitive advantage. Employee will alsofurther recognizes and acknowledges that Employee's use, upon misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company. Additionally, Employee recognizes and acknowledges that it is essential to the protection to the Company's request, return all writings goodwill and other media containing to the maintenance of the Company's competitive position and that the Confidential Information in be kept secret. Consequently, Employee specifically agrees that Employee will not, except as may be required to perform his/her duties hereunder or as required by applicable law, without limitation and time until such information shall have become public other than by Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayunauthorized 4 disclosure, during disclose the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationto others, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the ownerInformation, (c) return whether directly or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining indirectly to the protection Employee's own advantage or the advantage of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightothers.

Confidential Information. Employee acknowledges that The Asset Representations Reviewer will preserve the confidentiality of any non-public information obtained by reason it in connection with its performance of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationits responsibilities hereunder and the Indenture, including but not limited to: personnel informationto (i) personal or financial information regarding BBD’s former, payroll informationcurrent or prospective clients, profit customers or employees, (ii) business or technical processes, formulae, source codes, object code, product designs, sales, cost and loss statements, budget statements and projections, balance sheets, client information, Company and member other un-published financial information, customer information, product and business plans, projections, marketing plans and data or strategies, market researchtrade secrets, client and other mailing listsintellectual property rights, annual operating know-how, plans, Company strategic plansprojections, marketing data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information about employees customer names, business transactions, pending negotiations, supplier or vendor relationships, contract termstechnical proposals, and pricing (iii) any other information which is or should reasonably be understood to be confidential or proprietary (“Confidential Information”), in all cases whether tangible or intangible and cost regardless of the medium in which it is stored or presented and all copies of such information, as well as all memoranda, notes, summaries, analyses, computer records, and other information developed material that contain or obtained reflect Confidential Information; and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior written consent of BBD be disclosed or used by the Company Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel or accountants, provided, however, that is not generally available to nothing herein shall prevent the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge Asset Representations Reviewer from disclosing such Confidential Information for any reason. Employee will also(i) to the Asset Representations Reviewer’s managers, upon the Company's requestofficers, return all writings members, employees, agents and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or professional consultants in connection with the ServicesAsset Representations Reviewer’s obligations under this Agreement and the Indenture, (ii) to any federal or state regulatory agency or governmental authority to which such disclosure is required (A) to effect compliance with any law, rule, regulation or order applicable to the Asset Representations Reviewer or (B) in response to any subpoena or legal process, or (iii) to the extent such Confidential Information becomes public through no act or fault of the Asset Representations Reviewer. In the case of any disclosure permitted by clause (ii) of the proviso, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its best efforts to provide BBD with notice of the requirements and will cooperate in BBD’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information, and any work materials relating if BBD is unable to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights obtain a protective order or other intellectual property rightsproper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose. Nothing in This Section 13 shall survive the termination of this Agreement constitutes or the removal or resignation of the Asset Representations Reviewer and the Asset Representations Reviewer will be responsible for any grant breach of license or assignment with respect this Section. If any action is initiated by BBD to any Confidential Information or any trademarkenforce this Section, copyrightthe prevailing party will be entitled to reimbursement of costs and expenses, patent or other intellectual property rightincluding reasonable attorney’s fees, incurred by it for the enforcement.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company’s and loss statements, budget statements its affiliates’ and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic planspredecessors’ operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed or obtained by and knowledge concerning the Company and its affiliates’ and predecessors’ business (collectively the “Confidential Information”). The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall inform the Company of such event within 24 hours of receiving notice of the court order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in any industry in which the Company does business (the “Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during his employment with the Company and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company’s and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansits predecessors’ operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the “Confidential Information”) concerning the Company’s and its predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the “Hotel Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that the confidential information and data obtained by reason him during the course of employment he/she his performance under this Agreement concerning the business or affairs of Employer, or any entity related thereto are the property of Employer and will be confidential to Employer. Such confidential information may have access to Convergent's trade secrets as well as other confidential or proprietary informationinclude, including but is not limited to: personnel information, payroll informationspecifications, profit designs, and loss statementsprocesses, budget statements and projectionsproduct formulae, balance sheetsmanufacturing, client information, Company and member financial informationdistributing, marketing plans and strategiesor selling processes, market researchsystems, client and other mailing procedures, plans, know-how, services or material, trade secrets, devices (whether or not patented or patentable), customer or supplier lists, annual operating price lists, financial information including, without limitation, costs of materials, manufacturing processes and distribution costs, business plans, Company strategic plans, business transactions, pending negotiations, supplier prospects or vendor relationships, contract termsopportunities, and pricing software and cost informationdevelopment or research work, and other information developed but does not include Employee's general business or obtained by direct marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Employer and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) he will not copy, publish, disclose to others any unauthorized persons or use for his own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without Employer's written consent. Employee agrees to deliver to Employer at the ownertermination of his employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (cand copies thereof) return relating to the business of Employer, or destroy all copies of any entity related thereto, which he may then possess or have under his direct or indirect control. Notwithstanding any provision herein to the contrary, the Confidential Information upon request of shall specifically exclude information which is publicly available to Employee and others by proper means, readily ascertainable from public sources known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party, and (d) execute any further nondisclosure agreements as may information required to be reasonably required disclosed by Company or its affiliates or any customer or client of Company or its affiliates law provided Employee provides notice to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationEmployer to seek a protective order, or other product developed as part of or in connection information disclosed by Employee to his attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges recognizes that Employer’s Business and continued success depend upon the use and protection of confidential and proprietary business information, including, without limitation, the information and technology developed by reason or available through licenses to Employer related to its decision support and expert systems, to which Employee has access (all such information being “Confidential Information”). For purposes of employment he/she may have access to Convergent's trade secrets this Agreement, the phrase “Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specifically designated as well as other confidential or proprietary information, including but not limited toproprietary: personnel information, payroll information, profit all business plans and loss statements, budget statements marketing strategies; information concerning existing and projections, balance sheets, client information, Company prospective markets and member customers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer (including, marketing plans without limitation, skills and strategiescompensation information); and technical and non-technical data and information related to software programs, market researchdesigns, client specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that the phrase does not include information that (a) was lawfully in Employee’s possession prior to disclosure of such information by Employer; (b) was, or at any time becomes, available in the public domain other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier than through a violation of this Agreement; (c) is documented by Employee as having been developed by Employee outside the scope of Employee’s employment and independently; or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained (d) is furnished to Employee by the Company that is a third party not generally available under an obligation of confidentiality to the industry in which Company competes (hereinafter "Confidential Information")Employer. Employee agrees that during Employee’s employment and after employmenttermination of employment irrespective of cause, he/she Employee will use Confidential Information only for the benefit of Employer and will not directly or indirectly use or divulge such divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Employer. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or ’s obligation under Employee's control to Convergent. These obligations are this Agreement is in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayagrees to deliver to Employer immediately upon termination of Employee’s employment, during the term of this Agreementor at any time Employer so requests, be exposed to certain information pertaining to all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided by third partiesto Employee, whether clients and any other documents or items of Company a confidential nature belonging to Employer), together with all copies of such material in Employee’s possession or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8control. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment with Employer, Employee will not violate in any way the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees rights that any writing, discovery, invention, innovation, entity has with regard to trade secrets or other product developed as part of proprietary or confidential information. Employee’s obligations under this Section (8) are indefinite in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates term and shall be treated as works for hire for purposes survive the termination of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightAgreement.

Confidential Information. (a) Without limiting the Executive’s obligations under the Employee acknowledges Handbook or any other any agreement or instrument in favor of the Company, Executive understands that by reason of employment he/she he may have access to Convergent's unpublished and otherwise confidential information both of a technical and non-technical nature, relating to the business of the Company and any of its parents, subsidiaries, divisions, affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets as well as other and equipment designs, including information disclosed to the Company or any of its affiliates by others under agreements to hold such information confidential or proprietary information(collectively, the “Confidential Information”). The Company’s success is dependent on the development and protection of its intellectual property, including but not limited to: personnel information, payroll information, profit to the Confidential Information. Executive understands and loss statements, budget statements acknowledges the importance of maintaining the confidentiality of the Confidential Information to the Company’s continued success. Executive agrees to observe all policies and projections, balance sheets, client information, procedures of the Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "its affiliates concerning such Confidential Information"). Employee Executive further agrees that not to disclose or use, either during and after employmenthis employment or at any time thereafter, he/she will not directly or indirectly use or divulge such any Confidential Information for any reasonpurpose, including without limitation any competitive purpose, unless authorized to do so by the Company in writing, except that he may disclose and use such information in the good faith performance of his duties under this Agreement. Employee Executive’s obligations under this Agreement will alsocontinue with respect to Confidential Information, whether or not his employment is terminated, until such information becomes generally available from public sources through no fault of Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose Confidential Information as may be required by a subpoena or other governmental order, provided that he first notifies the Company of such subpoena, order or other requirement and such that the Company has the opportunity to obtain a protective order or other appropriate remedy. (b) During Executive’s employment, upon the Company's ’s request, return or upon the termination of his employment for any reason, Executive will promptly deliver to the Company all writings documents, records, files, notebooks, manuals, letters, notes, reports, customer and supplier lists, cost and profit data, e-mail, apparatus, computers, blackberries or other media containing PDAs, hardware, software, drawings, blueprints, and any other material of the Company or any of its Affiliated Entities or clients, including all materials pertaining to Confidential Information in Employee's possession developed by Executive or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayothers, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request such materials, whether of a technical, business or fiscal nature, whether on the other partyhard drive of a laptop or desktop computer, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates in hard copy, disk or any customer other format, that are in his possession, custody or client of Company or its affiliates to which the Services applycontrol. Executive may retain Executive’s rolodex and similar address books, in the course of the Servicesprovided, and abide in all respects by the terms of any that such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightitems only include contact information.

Confidential Information. Employee acknowledges that by reason For purposes of employment he/she may have access to Convergent's this Agreement, “Confidential Information” shall mean any and all information of a proprietary or confidential nature and trade secrets as well as other confidential or proprietary informationof Employer and the HRH Companies. Confidential information shall include, including but not be limited to: , such confidential information related to Employer’s plans, strategies and capabilities, personnel informationof the HRH Companies, payroll informationinformation about the Customers (as defined below) such as customer identities and lists, profit revenues from customers’ accounts, customer risk characteristics and loss statementsrequirements, budget statements key contact personnel, financial data and projectionsperformance, balance sheetspayroll, client informationpolicy expiration dates, Company policy terms, conditions and member rates, information about prospective customers, and information about the HRH Companies such as strategic plans, methods of soliciting business, documents, financial informationdata, marketing business plans and strategies, market research, client marketing programs and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other specialized insurance markets. Confidential information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that may be acquired from any source during and after Employee’s term of employment, he/she whether or not such information was expressly disclosed to Employee during the term of Employee’s employment; Employee acknowledges that, in the course of Employee’s employment hereunder, Employee will not directly or indirectly use or divulge such become acquainted and entrusted with Confidential Information for any reason. Employee will also, upon which is the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal lawexclusive property of Employer. Employee further acknowledges that (i) Employer and the HRH Companies derive actual and potential economic value from the Confidential Information not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (ii) Employer and the HRH Companies have expended and currently expend substantial effort to acquire Confidential Information, and expend substantial effort, and expect their employees to expend substantial effort, to maintain the secrecy of the Confidential Information. Employee mayagrees and covenants that Employee will safeguard the Confidential Information from exposure to, or appropriation by, unauthorized persons, either within or outside the employment of Employer or the HRH Companies, and that Employee will not, directly or indirectly, without the prior written consent of Employer during the term of this Agreement and any time in the three year period following termination of this Agreement, be exposed to certain information pertaining to divulge or provided by third parties, whether clients make any use of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment hereunder. Employee also agrees that nothing in this agreement shall be construed to limit or otherwise restrict Employer’s right to protect its trade secrets so long as they remain a trade secret under applicable law. Upon termination of Employee’s employment, Employee covenants to deliver to Employer all information and materials, including personal notes and reproductions, relating to the ServicesConfidential Information, the HRH Companies, and abide the Customers, which are in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, Employee’s possession or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcontrol.

Confidential Information. The Employee recognizes and acknowledges that by reason certain assets of employment he/she may have access to Convergent's the Companies, including, without limitation, information regarding customers, pricing policies, methods of operation, proprietary production processes, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets as well as other confidential or proprietary information(hereinafter called "Confidential Information") are valuable, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsspecial, and pricing unique assets of the Companies and cost informationtheir affiliates. The Employee shall not, and during or after his term of employment, disclose any or any part of the Confidential Information to any person, firm, corporation, association, or any other information developed entity for any reason or obtained by the Company purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder; provided, that is not Confidential Information shall in no event include (a) Confidential Information which was generally available to the industry public at the time of disclosure by the Employee or (b) Confidential Information which becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in which Company competes (hereinafter "whole or in part) or extracts of any items relating to the Confidential Information"). Nothing contained within this Section 8 shall prohibit the Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such from disclosing Confidential Information for if such disclosure is required by law, governmental process or valid legal process. In the event that the Employee is legally compelled to disclose any reasonof the Confidential Information, he shall provide the Employer with prompt written notice so that the Employer, at its sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Employee will alsoIn the event that such protective order or other remedy is not obtained, upon or that Employer waives compliance with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term provisions of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients Employee shall furnish only that portion of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted that he is advised by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may counsel is legally required to be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosed.

Confidential Information. Employee acknowledges Employer agrees to provide Executive with some or all of its Confidential Information (as defined above) during the term of this Agreement (as set forth in Section 8 below). Executive recognizes that his position with Employer is one of the highest trust and confidence by reason of employment he/she may have Executive's access to Convergentand contact with certain Confidential Information of Employer. Executive agrees and covenants that, except as may be required by Employer in connection with this Agreement, or with the prior written consent of Employer, Executive shall not, either during the term of this Agreement or at any time thereafter, directly or indirectly, use for Executive's trade secrets own benefit or for the benefit of another, or disclose, disseminate, or distribute to another, except as well directed by Employer or as required for the performance of Executive's duties on behalf of Employer, any Confidential Information (whether or not acquired, learned, obtained, or developed by Executive alone or in conjunction with others) of Employer or of others with whom Employer has a business relationship, provided, however that this restriction shall not apply to truthful testimony given under oath in a legal proceeding by Executive pursuant to a properly issued subpoena if Executive provides timely notice of such subpoena to Employer. All Confidential Information, and all memoranda, notes, records, drawings, documents, or other confidential writings whatsoever made, compiled, acquired, or proprietary informationreceived by Executive at any time during his employment with Employer, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed arising out of, in connection with, or related to certain information pertaining to any activity or provided by third business of Employer, including, but not limited to, the customers, suppliers, or others with whom Employer has a business relationship, the arrangements of Employer with such parties, whether clients and the pricing and expansion policies and strategy of Company or its affiliates or notEmployer, that is designated as confidential by are, and shall continue to be, the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the sole and exclusive property of the owner Employer and that Employee shall: (a) maintain the confidentiality , together with all copies thereof, and secrecy of any and all documents constituting or relating to Employer's Confidential Information, (b) be delivered to Employer by Executive immediately, without demand, upon the termination of this Agreement, or at any time upon Employer's demand. Executive acknowledges that Employer would not copy, publish, disclose employ Executive or provide Executive access to others or use the Employer's Confidential Information except and proprietary information but for Executive's covenants and promises contained in this Section 4. Executive represents and warrants that he is not bound by any agreement with any prior employer or other party that will be breached by execution and performance of this Agreement, or which would otherwise prevent him from performing his duties with Employer as expressly permitted by the owner, (c) return or destroy all set forth in this Agreement. Executive represents and warrants that he has not retained any copies of Confidential Information upon request proprietary or confidential information of the other partyany prior employer, and (d) execute he will not use or rely on any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, confidential and abide in all respects by the terms proprietary information of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or prior employer in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works carrying out his duties for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee Executive acknowledges that by reason in the course of employment he/she may have access his performance of services for Employer and each other entity in the Parent Group (and, if applicable, their respective predecessors), he has been allowed to Convergent's trade secrets as well as other confidential or proprietary become, and will continue to be allowed to become, acquainted with Employer’s and each Parent Group entity’s business affairs, information, including but not limited to: personnel informationtrade secrets, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing listsmatters that are of a proprietary or confidential nature, annual operating planssuch as business opportunities, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed or obtained by and knowledge (collectively, the Company that is not generally available to the industry in which Company competes (hereinafter "“Confidential Information")”) concerning Employer’s, each Parent Group entity’s and their respective predecessors’ business. Employee agrees that during Employer and after employmentParent agree to provide, he/she will not directly or indirectly use or divulge on an ongoing basis, such Confidential Information for as they deem necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Parent Group, except as he deems reasonably necessary or appropriate in connection with performing his duties hereunder. Executive further agrees that he will not during employment and/or at any reason. Employee will also, upon the Company's request, return all writings and other media containing time thereafter use such Confidential Information in Employee's possession competing, directly or under Employee's control indirectly, with Employer or any other entity in the Parent Group. At such time as Executive shall cease to Convergent. These obligations are in addition be employed by Employer, he will immediately turn over to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Employer all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Serviceshis employment with Employer. In furtherance of Executive’s obligation of confidentiality, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining he has agreed to the protection of copyrights or other intellectual property rights. Nothing provisions contained in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightExhibit B which is incorporated by reference as set forth herein.

Confidential Information. Employee (a) Executive understands and acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee maythat, during the term course of this AgreementExecutive’s employment with Employer, be exposed to certain information pertaining to or provided by third partiesExecutive has had and will have access to, whether clients and has learned and will learn of Company or its affiliates or notand about, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee Executive acknowledges and agrees that all Confidential Information of Company or Bank or their respective Affiliates that Executive accesses, receives, learns of, or develops while Executive is employed by Employer, or that Executive has previously accessed, received, learned of, or developed while employed by Employer, shall be and will remain the sole and exclusive property of Company and Bank and their respective Affiliates. (b) Executive understands and acknowledges that Company and Bank and their respective Affiliates have invested, and continue to invest, substantial time, money, and specialized knowledge into developing their resources, building a customer base, generating customer and potential customer lists, training their employees, and generally improving their offerings in the owner field of banking and financial services. Executive understands and acknowledges that, as a result of these efforts, Company and Bank and their respective Affiliates have created and continue to create and use Confidential Information, including highly confidential customer and prospective customer information that is subject to extensive measures by Employer to maintain its secrecy, and that Employee shall: the Confidential Information provides Company and Bank and their respective Affiliates with a competitive advantage over others in the marketplace. Executive also acknowledges and agrees that Executive is being provided and entrusted with access to Employer’s customer and employee relationships and goodwill, that Employer would not provide Executive access to Confidential Information, customer and employee relationships, and goodwill in the absence of Executive’s execution of and compliance with this Agreement, and that Employer’s Confidential Information, customer and employee relationships, and goodwill are valuable assets of Employer and are legitimate business interests that are properly subject to protection through the covenants contained in this Agreement. (ac) maintain Executive covenants and agrees (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, communicate, or make available Confidential Information, or allow it to be disclosed, communicated, or made available, in whole or in part, to any person (including other employees of Company or Bank or their respective Affiliates) not having a need to know and the confidentiality authority to know and secrecy use the Confidential Information in connection with the business of Company or Bank or their respective Affiliates; and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Company or Bank or any of their respective Affiliates, except as required in the performance by Executive of Executive’s authorized employment duties. (d) Nothing in this Agreement shall be construed or enforced to prevent disclosure of Confidential Information to the extent disclosure is required by applicable law, rule, or regulation or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed that in fact required by such law, rule, regulation, or order, and, provided further, that, unless prohibited by law, rule, regulation, or order, Executive shall promptly provide Employer written notice of any such required disclosure of Confidential Information. Additionally, nothing in this Agreement shall prohibit or restrict Executive (or any attorney for Executive) from (i) initiating communications directly with, responding to an inquiry from, providing testimony before, or otherwise participating in any investigation or proceeding that may be conducted by any government agency, regulatory authority, or self-regulatory organization, including the Securities and Exchange Commission and the Financial Industry Regulatory Authority, or (ii) reporting possible violations of federal, state, or local law or regulation to any government agency or regulatory authority or making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation. Executive shall not need the prior authorization of Employer to make any such reports or disclosures and shall not be required to notify Employer that Executive has made such reports or disclosures. (e) Notwithstanding any other provision of this Agreement: (i) Executive will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that (A) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (2) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed under seal in a lawsuit or other proceeding; and (ii) If Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose trade secrets to Executive’s attorney and use the trade secret information in the court proceeding if Executive (A) files any document containing trade secrets under seal and (B) does not disclose trade secrets, except pursuant to court order. (f) Executive understands and acknowledges that Executive’s obligations under this Agreement with regard to any particular Confidential Information shall commence, or shall be deemed to have commenced, immediately upon Executive first having access to such Confidential Information (whether before or after the Effective Date) and shall continue during and after Executive’s employment by Employer until such time as such Confidential Information has become public knowledge other than as a result of Executive’s breach of this Agreement or a breach by any person acting in concert with, at the direction of, or on behalf of Executive. (g) At any time upon request by Employer, and in any event upon termination of Executive’s employment with Employer, Executive will promptly deliver to Employer all property of Employer or its Affiliates, including without limitation all Confidential Information, (b) not copyvehicles, publishkeys, disclose to others or use the Confidential Information except as expressly permitted by the owneraccess cards, (c) return or destroy all copies of Confidential Information upon request of the other partycredit cards, identification cards, equipment, computers, tablets, and (d) execute any further nondisclosure agreements as may be reasonably required by Company mobile and other electronic devices, then in Executive’s possession or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcontrol.

Confidential Information. Employee acknowledges that As a consequence of the Participant’s employment by reason the Company, the Participant will be privy to the highest level of confidential and proprietary business information of the Company and its affiliates, not generally known by the public or within the industry and which, thereby, gives the Company and its affiliates a competitive advantage and which has been the subject of reasonable efforts by the Company and its affiliates to maintain such confidentiality. Except as required by law or as expressly authorized by the Company in furtherance of any employment he/she duties, the Participant shall not at any time, during the Participant’s employment with the Company or thereafter, directly or indirectly use, disclose, or take any action which may have access result in the use or disclosure of, any Confidential Information. “Confidential Information” as used in this Agreement, includes all non-public confidential competitive, pricing, marketing, proprietary and other information or materials relating or belonging to Convergent's trade secrets as well as other the Company or any of its affiliates (whether or not reduced to writing), including without limitation all confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier information furnished or vendor relationships, contract terms, and pricing and cost information, and other information developed disclosed to or otherwise obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, Participant in the course of the ServicesParticipant’s employment, and abide further includes without limitation: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; personnel information (including without limitation the identity of Company employees, their responsibilities, competence and abilities, and compensation); medical information about employees; pricing and nonpublic financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information that lawfully is or becomes generally and publicly known outside of the Company and its affiliates other than through the Participant’s breach of this Agreement or breach by any person of some other obligation. Nothing herein prohibits the Participant from disclosing Confidential Information as legally required pursuant to a validly issued subpoena or order of a court or administrative agency of competent jurisdiction, provided that the Participant shall first promptly notify the Company if the Participant receives a subpoena, court order or other order requiring any such disclosure, to allow the Company to seek protection therefrom in all respects by the terms advance of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightlegally compelled disclosure.

Confidential Information. Employee acknowledges that by reason ‘Confidential Information’ includes, but is not limited to, team reports, the identities of employment heEVNEXUS customers and distributor/she dealers, contact information of EVNEXUS customers and distributor/dealers, and distributor/dealers personal and group referral volumes. Confidential Information is, or may be available, to distributor/dealers in their respective back-offices. The access to such confidential information, for the distributor/dealers is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to EVNEXUS. In case, if a distributor/dealer(s) accesses the confidential information of EVNEXUS after obtaining necessary permission from EVNEXUS, and if any miscreants or hackers hack the confidential information made to the distributor/dealer(s), the said distributor/dealer(s) must immediately inform EVNEXUS and legal proceedings will follow, upon the hacker(s)/hacking organization as well as the distributor/dealer(s) who failed to meet the security requirements. Such confidential Information is provided to distributor/dealer(s) in strictest confidence and is made available to Distributor/Dealers for the sole purpose of assisting Distributor/Dealer(s) in working with their respective teams in the development of their EVNEXUS business. The distributor/dealer(s) may not use the reports for any purpose other than the development of EVNEXUS business. Where a Distributor/Dealer(s) participate in other multi-level marketing ventures, they are not eligible to have access to Convergent's trade secrets as well as other Team reports. The distributor/dealers should use the Confidential Information to assist, motivate, and train their Team Distributor/Dealers. Both distributor/dealers and EVNEXUS agree that, but for this agreement of confidentiality and nondisclosure, EVNEXUS would not provide confidential or proprietary Information to the distributor/dealer(s). To protect the confidential information, including but not limited to: personnel informationthe distributor/dealer(s) shall not, payroll informationon his or her or their own behalf, profit and loss statementsor on behalf of any other person, budget statements and projectionspartnership, balance sheetsassociation, client informationcorporation or other entity: a) Directly or indirectly disclose any confidential information to any third party; b) Use any confidential information to compete with EVNEXUS or for any purpose other than promoting his or her EVNEXUS business; c) Recruit or solicit any distributor/dealers or customers of EVNEXUS listed on any report or in Distributor/Dealers Back-Office, Company and member financial informationor in any manner attempt to influence or induce any distributor/dealers or customers of EVNEXUS, marketing plans and strategiesto alter their business relationship with EVNEXUS ; or d) Use or disclose to any person, market researchpartnership, client and association, corporation, or other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "entity any Confidential Information"). Employee agrees that during and after employment, he/she will The obligation not directly to disclose confidential information shall survive cancellation or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term termination of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information and shall remain the exclusive property effective and binding, irrespective of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationwhether an Distributor/Dealers Agreement has been terminated, or other product developed as part of whether the Distributor/Dealers is or in connection is not otherwise affiliated with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, alone or with others, except to the extent that (i) such disclosure or use is required by the Executive’s performance of the duties assigned to the Executive by the Board, (ii) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information, provided, that in such case, the Executive shall promptly inform the Company in writing of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise limit or restrict such disclosure to the greatest extent possible, and shall disclose only that portion of the Confidential Information as is strictly required, or (iii) such Confidential Information is or becomes generally known to and available for use by the public, other than as a result of any action or inaction directly or indirectly by the Executive. At the Company’s expense, the Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by reason him during the course of his employment he/she may have access to Convergent's trade secrets with the Company is the sole and exclusive property of the Company and its Subsidiaries, as well as other applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary informationinformation (“Third Party Information”) subject to a duty on the part of the Company and its Subsidiaries to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and in the period specified in such confidentiality agreements, and without in any way limiting the provisions of Section 1.6(a) above, the Executive will hold Third Party Information in confidence, consistent with the obligations applicable to Confidential Information of the Company generally, and will not disclose to anyone (other than personnel and agents of the Company or its Subsidiaries who need to know such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with his work for the Company or its Subsidiaries, Third Party Information unless expressly authorized by the Board in writing. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of their respective predecessors in interest, including but not limited to: personnel informationto (i) business development, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client growth and other mailing lists, annual operating strategic business plans, Company strategic plans(ii) properties available for acquisition, financing development or sale, (iii) accounting and business transactionsmethods, pending negotiations(iv) services or products and the marketing of such services and products, supplier or vendor relationships(v) fees, contract terms, costs and pricing structures, (vi) designs, (vii) analysis, (viii) drawings, photographs and cost informationreports, (ix) computer software, including operating systems, applications and other information developed or obtained by the Company that is not generally available to the industry in which Company competes program listings, (hereinafter "Confidential Information"). Employee agrees that during x) flow charts, manuals and after employmentdocumentation, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also(xi) data bases, upon the Company's request(xii) inventions, return all writings devices, new developments, methods and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third partiesprocesses, whether clients of Company patentable or its affiliates unpatentable and whether or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationnot reduced to practice, (bxiii) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the ownercopyrightable works, (cxiv) return or destroy all copies technology and trade secrets, (xv) confidential terms of Confidential Information upon request of the other partymaterial agreements and customer relationships, and (dxvi) execute any further nondisclosure agreements as may be reasonably required by Company all similar and related information in whatever form or its affiliates medium. Confidential Information also expressly excludes Executive’s general know-how and business contacts to the extent that the use of such information does not violate or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by breach the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 1.9.

Confidential Information. The Employee hereby acknowledges that in connection with the Employee's employment by reason of employment he/she may have access the Employer the Employee has been provided and will be provided Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is made, developed or compiled by the Employee or otherwise has been or is made available to Convergent's trade secrets as well as other confidential or proprietary informationEmployee), including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal lawnot received before, regarding the business and operations of the Related Parties. The Employee further acknowledges that such Confidential Information is unique, valuable, considered trade secrets and deemed proprietary by the Related Parties, and that the receipt of this Confidential information creates a special relationship of trust and confidence between the Employer, the Company, Legacy and the Employee. Employee maythus acknowledges and agrees that it is fair and reasonable for the Employer, during the term Company and Legacy to take steps to protect itself. For purposes of this Agreement, be exposed “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Related Parties relating to certain information pertaining to Business Opportunities or provided by third partiesIntellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Related Parties, whether clients of Company oral or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner Related Parties. The Employee further agrees, except for disclosures occurring in the good faith performance of Employee's duties for the Related Parties, during the Employment Term and that Employee shall: (a) maintain at all times thereafter, to hold in the confidentiality and secrecy of strictest confidence all Confidential Information, (b) and not copyto, publishdirectly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of use any Confidential Information upon request for Employee's own benefit or profit or allow any person, entity or third party, other than the Related Parties and authorized executives of the other partysame, and (d) execute to use or otherwise gain access to any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or Employee's agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Related Parties through no breach of any agreement with the Employer or any of the Related Parties. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or is consented to by the Employer, the Company or Legacy in writing; provided, however, that if and when such a disclosure is required by law, the Employee promptly will provide the Employer with notice of such requirement, so that an appropriate protective order may be sought, and will cooperate with the Employer in any trademark, copyright, patent or other intellectual property rightattempt by Employer to obtain any such appropriate protective order.

Confidential Information. Employee acknowledges that Neither Seller Parent nor Seller (nor any of their subsidiaries or affiliated entities) shall at any time subsequent to the Closing, except as explicitly requested by reason Buyer, use for any purpose, disclose to any person, or keep or make copies of employment he/she may have access any records and files containing, any confidential information relating exclusively to Convergent's trade secrets as well as other the Business, the Assets, or the liabilities assumed by Buyer hereunder, all such `information being deemed to be transferred to Buyer hereunder. For purposes hereof, "confidential information" shall mean information relating exclusively to the Business, the Assets, or proprietary the liabilities assumed by Buyer hereunder, including, without limitation, all customer and vendor lists and related information, including but not limited to: personnel informationall information concerning the Business' processes, payroll informationproducts, profit and loss statementscosts, budget statements and projectionsprices, balance sheets, client information, Company and member financial informationsales, marketing plans and strategiesdistribution methods, market researchproperties and assets, client liabilities, finances, employees, all privileged communications and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termswork product, and pricing and cost information, and any other information developed not previously disclosed to the public directly by Seller Parent or obtained Seller. The foregoing provisions shall not apply to any information which is or relates to an Excluded Asset or which is or relates to the liabilities retained by Seller hereunder. If at any time after the Company Closing, Seller Parent or Seller should discover that is not generally they are in possession of any records and files containing the confidential information of Buyer, then the party making such discovery shall immediately turn such records and files over to Buyer, which shall upon request make available to the industry in surrendering party any information contained therein which Company competes (hereinafter "Confidential Information")is not confidential information. Employee agrees Seller Parent and Seller severally agree that during and after employment, he/she they will not directly assert a waiver of loss of confidential or indirectly use or divulge privileged status of the information based upon such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee (a) The Consultant acknowledges that by reason certain of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit the material and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally made available to the industry Consultant by the Client in which Company competes the performance of the Services (hereinafter the "Confidential Information")) will be of a confidential nature. Employee agrees The Consultant recognizes that during and after employment, he/she will not directly or indirectly use or divulge such the Confidential Information for any reason. Employee will also, upon is the Company's request, return all writings sole and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Client, and that Employee shall: (a) the Consultant shall use its best efforts and exercise utmost diligence to protect and maintain the confidentiality and secrecy of all the Confidential Information. The Consultant shall not, directly or indirectly, use the Confidential Information, (b) whether or not copyacquired, publishlearned, disclose to others obtained or developed by the Consultant alone or in conjunction with others, except as such disclosure or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Servicesperformance of the Services or as may be consented to in writing by the Client. (b) The Confidential Information is and shall remain the sole and exclusive property of the Client regardless of whether such information was generated by the Consultant or by others, and the Consultant agrees that upon termination of the Agreement it shall deliver promptly to the Client all such tangible parts of the Confidential Information including records, data, notes, reports, proposals, client lists, correspondence, materials, marketing or sales information, computer programs, equipment, or other documents or property which are in the possession or under the control of the Consultant without retaining copies thereof. (c) Each of the foregoing obligations of the Consultant in this clause shall also apply to any work materials relating to themconfidential information of customers, shall be the property of Company or its affiliates joint venture parties, contractors and shall be treated as works for hire for purposes other entities, of any laws pertaining nature whatsoever, with whom the Client or any associate or affiliate of the Client has business relations. (d) Notwithstanding the foregoing provisions of this clause, the Consultant shall not be liable for the disclosure or use of any of the Confidential Information to the protection extent that: (i) the Confidential Information is or becomes available to the public from a source other than the Consultant and through no fault of copyrights the Consultant; or (ii) the Confidential Information is lawfully obtained by the Consultant from a third party or other intellectual property rights. Nothing a source outside of this Agreement. (e) The covenants and agreements contained in this Agreement constitutes any grant clause shall survive the termination of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthis Agreement.

Confidential Information. Employee acknowledges Executive further agrees that by reason of employment he/she he will not, except as the Company may have access otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to Convergent's trade secrets as well as other confidential any third party any Confidential Information or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by of the Company that is not generally available or any of its subsidiaries, or authorize anyone else to do these things at any time either during or subsequent to his employment with the industry Company. This Section 5.7 shall continue in which Company competes (hereinafter "Confidential Information"). Employee agrees that during full force and effect after termination of Executive’s employment and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term termination of this Agreement, . Executive shall continue to be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use obligated under the Confidential Information except as expressly permitted by the owner, (c) return Section of this Agreement not to use or destroy all copies of to disclose Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements Company so long as may it shall not be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companywidely publicly available. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in Executive’s obligations under this Agreement constitutes any grant of license or assignment Section 5.7 with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes widely publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company includes, without limitation, matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company or any trademarkof its subsidiaries. Confidential Information is defined to include, copyrightwithout limitation, patent information: (1) disclosed to or other intellectual property rightknown by Executive as a consequence of or through his employment with the Company or any of its subsidiaries; (2) not widely and generally known outside the Company and its subsidiaries; and (3) which relates to any aspect of the Company, any of its subsidiaries or any of their respective businesses, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s or any of its subsidiaries’ trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company or any of its subsidiaries, investments made by the Company or any of its subsidiaries, and any information provided to the Company or any of its subsidiaries by a third party under restrictions against disclosure or use by the Company or others.

Confidential Information. Employee acknowledges that To the maximum extent permitted by reason law, the Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Release, disclose, use, remove or copy any Confidential Information, trade secret or proprietary information he acquired during the course of his employment he/she may have access to Convergent's by the Company. “Confidential Information,” for purposes of this Agreement, includes any information not previously published or generally in the public domain. Confidential Information, trade secrets as well as and proprietary information includes without limitation, any technical, actuarial, economic, financial, procurement, provider, enrollee, customer, underwriting, contractual, managerial, marketing or other confidential information of any type regarding the business in which the Company is engaged, but not including any previously published information or proprietary other information generally in the public domain. The Executive also agrees that he shall not without the Company’s written consent by an authorized representative, directly or indirectly use the Company’s trade secret information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing to customer lists, annual operating plansto solicit business of any customers of the Company (other than on behalf of the Company). The Executive acknowledges and agrees that any “Invention,” including without limitation, Company strategic plans, business transactions, pending negotiations, supplier any developments or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained discoveries by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that Executive during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the ServicesCompany through the date of execution of this Release resulting in patents, and any work materials relating to themlists of customers, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights trade secrets, specialized know-how or other intellectual property rightsuseful in the then-current business of the Company and any original works of authority are the property of the Company and shall be used for the sole benefit of the Company. Nothing in If not previously assigned to the Company, the Executive hereby assigns ownership of any and all Inventions to the Company, provided, however, that the provisions of this Agreement constitutes requiring assignment of Inventions to the Company do not apply to any grant invention which qualifies fully under the provisions of license California Labor Code section 2870, which provides as follows. (a) Any provision in an employment agreement which provides that an the Executive shall assign, or assignment with respect offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the Executive developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the Executive for the employer. (b) To the extent a provision in an employment agreement purports to require an the Executive to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.” This provision shall supplement, but not limit or supersede any other agreement between the Executive and the Company concerning any Confidential Information or any trademark, copyright, patent or other intellectual property rightproperty.

Confidential Information. Employee 12.1 The Company acknowledges that by reason the Confidential Information of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationthe Distributor is the property of the Distributor and the success, including but not limited to: personnel information, payroll information, profit profitability and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained competitive position of the Distributor requires that the Confidential Information of the Distributor be maintained in confidence by the Company. Accordingly, the Company that is not generally available covenants and agrees with the Distributor, subject to Sections 12.2 and 12.3 of this Agreement, that: (A) the industry Company will at all times keep all Confidential Information in which the strictest confidence; (B) the Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such the Confidential Information for any reason. Employee purpose other than for performing its obligations pursuant to this Agreement; (C) the Company will alsonot at any time publish or in any way participate or assist in the publishing of any Confidential Information; (D) the Company will not disclose or assist in the disclosure of any Confidential Information to any person, upon firm, corporation or other entity; (E) the Company will not contact the Distributor's independent sales associates directly without the consent of the Distributor. 12.2 The Company may disclose the Confidential Information of the Distributor in confidence to its lawyers, accountants and other professional advisors in connection with the performance of the business arrangements between the Company and the Distributor, each of whom shall be advised of the confidential nature of such confidential information. 12.3 The Company may disclose the Confidential Information of the Distributor only to the extent necessary in order that the Company may comply with all applicable laws and regulations, including compliance with the Company's request, return all writings and other media containing obligations as a reporting issuer under the United States Securities Exchange Act of 1934. 12.4 The Distributor acknowledges that the Confidential Information of the Company is the property of the Company and the success, profitability and competitive position of the Company requires that the Confidential Information of the Company be maintained in Employee's possession or under Employee's control confidence by the Distributor. Accordingly, the Distributor covenants and agrees with the Company, subject to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term Sections 12.5 and 12.6 of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by that: (A) the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that Distributor will at all times keep all Confidential Information shall remain in the exclusive property of strictest confidence; (B) the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) Distributor will not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by for any purpose other than for performing its obligations pursuant to this Agreement; (C) the owner, Distributor will not at any time publish or in any way participate or assist in the publishing of any Confidential Information; (cD) return the Distributor will not disclose or destroy all copies assist in the disclosure of any Confidential Information upon request to any person, firm, corporation or other entity. 12.5 The Distributor may disclose the Confidential Information of the Company in confidence to its lawyers, accountants and other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or professional advisors in connection with the Servicesperformance of the business arrangements between the Company and the Distributor. 12.6 The Distributor may disclose the Confidential Information of the Company only to the extent necessary in order that the Distributor may comply with all applicable laws and regulations, provided that this disclosure will not relate to the composition of the Company's proprietary polymers. 12.7 No waiver by either party of its rights pursuant to the confidentiality agreements or any consent to any release of confidential information shall be effective unless expressed in writing, and any work materials relating no such waiver or consent shall apply beyond the specific facts in respect of which the waiver of consent was given. 12.8 This confidentiality agreements of each party do not apply to them, shall be information which is or becomes publicly available or is lawfully received by the property other party other than by breach of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightConfidentiality Agreement.

Confidential Information. Employee acknowledges 12.1 You will observe strict secrecy as to the affairs and dealings of the Company and will use your best endeavours to prevent the publication or disclosure of its Confidential Information (examples of which are set out in Schedule 1) and the Confidential Information of any company within the Group, including without limitation that by reason which comes into your possession during your employment with the Company. You will not use to the detriment or prejudice of employment he/she the Company or any other company within the Group or, except in the proper course of your duties, divulge to any person, firm or company or otherwise make use of Confidential Information which may have access come to Convergent's trade secrets as well as your knowledge during the course of your employment with the Company. This restriction shall continue to apply after the termination of your employment without limitation in time, but shall cease to apply to any information or knowledge which subsequently comes into the public domain, other confidential than by way of unauthorised disclosure by you. 12.2 You acknowledge and understand that this undertaking includes an agreement on your part not to publish or proprietary informationto facilitate the publishing of any Confidential Information in any book, newspaper, periodical or pamphlet or by broadcasting on television, cable, satellite, film, on the Internet or any other medium now known or devised after the date of this Agreement or by communication to any third party including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained a representative of the press. 12.3 It is a condition of this Agreement that upon demand by the Company that is not generally available and in any event upon the Termination Date, you shall immediately deliver up to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use a nominated representative or divulge such Confidential Information for any reason. Employee will also, upon at the Company's request, return ’s sole discretion destroy all writings and other media containing any Confidential Information in Employee's possession your possession, custody or under Employee's control to Convergent. These obligations are in addition power. 12.4 You undertake that you shall not during the Term nor after the Termination Date disclose, publish or reveal to any obligations Employee has under state unauthorised person any incident, conversation or federal law. Employee further acknowledges that Employee mayinformation concerning any director, employee, agent or consultant of the Company or any company in the Group or any of its customers, guests or visitors which comes to your knowledge during the term continuance of this Agreement, be exposed or any incident, conversation or information relating to certain information pertaining to or provided your employment by third parties, whether clients of the Company or relating to the Company which might have a significantly detrimental effect on the Company’s reputation or its affiliates business or not, that is designated as confidential of any other company in the Group unless duly authorised in writing by the disclosing party, whether in writing Company so to do. 12.5 You will not violate or orally, procure the violation of any agreement which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, company in the course of Group may have with any third party or the Services, and abide in all respects by the terms rights of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.such

Confidential Information. Employee acknowledges that (A) The Bank will treat information related to the Client as confidential but, unless prohibited by reason law, the Client authorizes the transfer or disclosure of employment he/she may have access any information relating to Convergent's trade secrets the Client to and between the branches, subsidiaries, representative offices, affiliates and agents of the Bank and third parties selected by any of them, wherever situated, for confidential use in connection with (and insofar as well as other confidential or proprietary informationand to the extent reasonably required for) the provision of Services to the Client (including for data processing, including but not limited to: personnel information, payroll information, profit statistical and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsrisk analysis purposes), and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayany such branch, during subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information as required by Applicable Law. (B) Notwithstanding anything contained in this Agreement, the term Client expressly (i) agrees and authorizes the Bank to disclose any information (including the Client’s identity name and address; and the Client’s Securities holdings information) that the Securities’ issuer may request pursuant to local law or regulations applicable to Securities and (ii) agrees not to hold the Bank liable from any loss or damages arising out of such disclosure, including any direct, indirect, incidental or consequential damages. (C) The Client will treat as confidential the terms of this Agreement or any information that may be acquired under or for the purposes of this Agreement unless prohibited by law. (D) Notwithstanding anything contained in this Agreement, the Client expressly (i) agrees and authorizes the Bank to disclose any information (including the Client’s identity name and address; and the Client’s Securities holdings information) that the Securities’ issuer may request pursuant to local law or regulations applicable to Securities and (ii) agrees not to hold the Bank liable from any loss or damages arising out of such disclosure, including any direct, indirect, incidental or consequential damages. (E) Each Party acknowledges that it has no intellectual property rights in any computer system, computer program or administration process used or developed by the other Party. The Client acknowledges that the techniques underlying and used by the Bank in the provision of the Services are confidential to the Bank and such confidentiality will survive the termination of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee Executive acknowledges and agrees that by reason of employment he/she may Executive will have access to Convergent's and receive certain proprietary and confidential information and trade secrets as well as other confidential of Company, including, without limitation, customer lists, the terms of any oral or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, written agreement or understanding between Company and member any customer, sales and business records, price lists and methods, financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, marketing plans, methods of doing business, methods and processes and business strategy documentation, as well as such other information developed or obtained by the as Company that is not generally available may designate as confidential from time to the industry in which Company competes time (hereinafter collectively "Confidential Information"). Employee Executive further acknowledges and agrees that during and after employment, he/she will not directly or indirectly use or divulge such the Confidential Information is the exclusive property of Company, not generally known to the trade or industry and, but for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information engagement of Executive in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during accordance with the term terms of this Agreement, be exposed Executive would not have had any access to certain information pertaining the Confidential Information. Therefore, Executive agrees that she shall not disclose to any unauthorized person or provided by third partiesuse for her own purposes any Confidential Information without the prior written consent of the Company. (a) During the Term and for the "Restricted Period" (hereinafter defined) following the effective date of the termination or expiration of the Term, whether clients of Company for any or its affiliates or no reason whatsoever, Executive will not, that is designated as confidential by directly or indirectly, for her own benefit or for the disclosing partybenefit of any person or entity, whether other than Company pursuant to this Agreement, use, divulge, disseminate, disclose or communicate to any person or entity any of the Confidential Information in any manner whatsoever, unless Company otherwise consents to such use or disclosure of any item of the Confidential Information in writing prior to the use or orallydisclosure thereof, which information shall be treated as "in each instance and then only with respect to those items of Confidential Information specifically described, and only to the extent specifically authorized, in such written consent. (b) With respect to each item of Confidential Information, the "Restricted Period" for purposes shall mean: (i) five (5) years, if such item of this Section 8. Employee agrees that all Confidential Information does not constitute or ceases to be a trade secret; or (ii) indefinitely, if such item of Confidential Information constitutes a trade secret; provided, however, if an item of Confidential Information ceases to be a trade secret, such item of Confidential Information shall remain confidential and proprietary to Company for a period of not less than five (5) years. (c) Notwithstanding the foregoing, Confidential Information does not include information: (i) in the public domain; or (ii) that later becomes public, unless such information is made public by: (x) Executive as a result of the breach o this Agreement; or (y) any other person or entity, directly or indirectly, under an obligation of confidentiality to Company. (d) Executive acknowledges and agrees that, under all circumstances, the restrictions upon her and her covenants, duties and obligations unto the Company set forth in this Paragraph 5 are necessary to protect the Company's legitimate business interests, are given as a material inducement to the Company's employment of Executive, are reasonable in scope and duration and will not prevent Executive from pursuing other business ventures and employment opportunities or otherwise cause Executive a financial hardship. (e) In the event that Executive reasonably believes, after consultation with counsel, that she is required by law to disclose any Confidential Information, Executive will: (i) provide the Company with prompt notice before such disclosure in order that the Company may attempt to obtain a protective order or other assurance that confidential treatment will be accorded such Confidential Information, and (ii) cooperate with the Company in attempting to obtain such order or assurance. (f) All Confidential Information, files, records, documents and similar items relating to the business of the Company, and any copies, reproductions or recordings thereof in the Executive's possession or control, whether prepared by Executive or otherwise, shall be and remain the exclusive property of the owner Company and Executive shall deliver to the Company at the termination or expiration of the Term, or at any other time that Employee shallthe Company may request: (ai) maintain the confidentiality and secrecy of all Confidential InformationInformation including all copies and reproductions thereof, (b) not copy, publish, disclose and all writings and recordings incorporating or referring 'to others or use the Confidential Information except as expressly permitted by the owner, (cii) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes (iii) certify in writing to Company that Executive has satisfied all of any laws pertaining her covenants, duties and obligations pursuant to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightParagraph 5(g).

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company’s and loss statements, budget statements its affiliates’ and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic planspredecessors’ operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed or obtained by and knowledge (collectively the “Confidential Information”) concerning the Company’s and its affiliates’ and predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in any industry in which the Company does business (the “Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. At all times during and after the expiration of this Agreement, the Employee acknowledges that by reason will hold in strict confidence and, without the express prior written authorization of employment he/she may have access the Company’s Board of Directors, the Employee shall not disclose to Convergent's any person or entity, any financial or marketing data of the Company (including, without limitation, financial statements of the Company), or any technique, process, formula, developmental or experimental work, work in progress, business methods, business or marketing plans or trade secrets as well as of or used in the business of the Company, or any other proprietary or confidential information relating to the Company or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansthe services, business transactionsaffairs of the Company, pending negotiationsincluding, supplier or vendor relationshipswithout limitation, contract terms, and pricing and cost information, and other any information developed or obtained relating to inquiries made by the Company that is not generally available to (collectively, the industry in which Company competes (hereinafter "“Confidential Information"”). The Employee agrees that during and after employment, he/she the Employee will not directly or indirectly make use or divulge such of any of the Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" Agreement other than for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property benefit of the owner Company and that the Employee shall: (a) maintain the confidentiality and secrecy shall not make any use whatsoever of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request at any time after termination of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which Employee’s employment with the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Upon termination of such employment, the Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining deliver to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to Company (i) all documents, records, notebooks, work papers and all similar repositories containing any Confidential Information or any trademarkother information concerning the Company, copyrightwhether prepared by the Employee, patent the Company or anyone else and (ii) all tangible personal property belonging to the Company that is in the Employee’s possession. The foregoing restrictions shall not apply to (i) information which is or becomes, other than as a result of a breach of this Agreement, generally available to the public, (ii) information related to the terms of the Employee’s compensation or benefits as an employee of the Company, (iii) information known to the Employee prior to the effective date of this Agreement or (iv) the disclosure of information required pursuant to a subpoena or other intellectual property rightlegal process; provided that the Employee shall notify the Company, in writing, of the receipt of any such subpoena or other legal process requiring such disclosure immediately after receipt thereof and the Employee shall assist the Company in any efforts it may undertake to quash such subpoena or other legal process or obtain an appropriate protective order prior to any such disclosure by the Employee.

Confidential Information. Employee (a) Consultant acknowledges that that, during the course of his employment by reason of employment he/she may have the Company, he had access to Convergent's trade secrets as well as other various confidential or proprietary informationinformation of the Company and its affiliates, including but not limited to: personnel to strategic plans, security and operational procedures, practices and data, company specific reports and/or data, routing information, payroll performance related data and reports, salary/compensation information, customer lists, pricing practices and lists, marketing plans, operational processes and techniques, financial information including financial information set forth in internal records, files and ledgers or incorporated in profit and loss statements, budget statements financial reports and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating business plans, inventions, discoveries, devices, algorithms, as well as computer hardware and software (including source code, object code, documentation, diagrams, flow charts, know how, methods and techniques associated with the development of a use of any of the foregoing computer software), all internal memoranda, any other records of the Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, its affiliates (including electronic and pricing data processing files and cost information, records) and any other information developed or obtained by the Company that is designated as a “trade secret” and/or constituting a trade secret under any governing law and any other proprietary information not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees public that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as consider confidential by the disclosing party, whether in writing or orally, which information shall be treated as "(collectively called “Confidential Information" for purposes of ”). In connection with this Section 8. Employee Agreement, Consultant agrees that all Confidential Information is and shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and that he shall not divulge or disclose any such Confidential Information to any third party or use any such Confidential Information without the prior written consent of the Company. (b) In the event Consultant becomes, or believes he has become, in any way legally compelled to disclose any Confidential Information, Consultant shall provide the Company with prompt prior written notice of such requirement so the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event such protective order or other remedy is not obtained, or the Company waives compliance with this Section, Consultant agrees to furnish only that portion of the Confidential Information which he is legally compelled to disclose and agrees to exercise best efforts to request that confidential treatment will be treated as works for hire for purposes of accorded any laws pertaining such information so furnished. Consultant further agrees to return immediately to the protection Company any and all Confidential Information received or obtained during the course of copyrights Consultant’s employment with the Company, including but not limited to all documents and records and computer databases and files, and all copies thereof. (c) Notwithstanding anything in this Agreement, any Release of Claims or other intellectual property rights. Nothing Company Arrangement to the contrary, Consultant shall not be prohibited from: (i) making truthful statements, or disclosing documents and information, (x) to the extent reasonably necessary in connection with any litigation, arbitration or mediation involving Consultant’s rights or obligations under this Agreement constitutes Agreement, any grant Release of license Claims or assignment other Company Arrangement or (y) when required by law, legal process or by any court, arbitrator, mediator or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Consultant to make such statements or to disclose or make accessible such documents and information; provided, however, that Consultant shall continue to comply with Section 8(b) with respect to any Confidential Information such statements or disclosures; (ii) retaining, and using appropriately (including in compliance with Sections 7, 8(b) and 9), documents and information relating to his personal employment (or termination thereof) and compensation and his rolodex (and electronic equivalents); (iii) disclosing his post-employment restrictions in confidence in connection with any trademarkpotential new employment or business venture; (iv) disclosing documents and information relating to his personal employment (or termination thereof) and compensation in confidence to any attorney, copyrightfinancial advisor, patent tax preparer, or other intellectual property rightprofessional for the purpose of securing professional advice or to his spouse; (v) using and disclosing documents and information at the request of the Company or its attorneys and agents; or (vi) using and disclosing documents and information in connection with good faith performance of his duties under this Agreement.