Common use of Confidential Information Clause in Contracts

Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employment.

Confidential Information. For Executive acknowledges that all information concerning the purposes business and affairs of this AgreementSprintank and/or the Company or any of its affiliates which (i) is confidential and proprietary to Sprintank and/or the Company or any of its affiliates, “(ii) confers a competitive advantage on Sprintank and/or the Company or any of its affiliates, or (iii) would be detrimental or embarrassing to Sprintank and/or the Company or any of its affiliates if disclosed (collectively, "Confidential Information” shall mean any and all non-public, proprietary or other confidential information ") is the property of the Company or its affiliates disclosed such affiliate. Therefore, Executive agrees that Executive shall not disclose to youany unauthorized person or use for Executive's own purposes any Confidential Information without the prior written consent of the Chief Executive Officer of the Company (the "CEO"), unless and to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, the extent that the aforementioned matters (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs become generally known to and available for use by the like, and public (other than by reason of any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofdisclosure by Executive), (ii) information regarding are independently developed by a person or entity that is not a party to this Agreement (other than as a result of any disclosure by Executive), or (iii) are required by law or by the order of any court of competent jurisdiction or government agency to be disclosed, in which case, (A) Executive will use reasonable best efforts to notify the Company promptly of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 1, and (B) if, in the absence of such a protective order or waiver, Executive is compelled to disclose any Confidential Information, Executive will use reasonable best efforts to limit such disclosure to Confidential Information which is so required to be disclosed and to obtain an order or other assurance that confidential treatment will be accorded to any Confidential Information disclosed. Executive shall deliver to the Company at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) or the business of Sprintank and/or the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation any of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, Executive may then possess or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmenthave under Executive's control.

Confidential Information. For You acknowledge that the purposes information, observations and data obtained by you while employed by the Company pursuant to this Agreement, as well as those obtained by you while employed by Forest City Enterprises, Inc. or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary concerning the business or other confidential information affairs of the Company Forest City Group or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable formany predecessors thereof, including, without limitation, information relating to the products, suppliers, customers, processes, costs, prices, business plans and strategies of the Forest City Group or any predecessor thereof (unless and except to the extent the foregoing become generally known to and available for use by the public other than as a result of your acts or omissions to act in violation of this Agreement) (hereinafter defined as “Confidential Information”) are the property of the Forest City Group. Therefore, you agree that both during and after the Term you will not disclose any Confidential Information without the prior written consent of the Chairman of the Board (which may be withheld for any reason or no reason) unless and except to the extent that such disclosure is (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and made in the like, and any other intellectual property the value ordinary course of which is contingent upon maintaining the confidentiality thereof, your performance of your duties under this Agreement or (ii) information regarding required by any subpoena or other legal process (in which event you will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders), and that you shall not use any Confidential Information for your own account without the prior written consent of the Chairman of the Board (which may be withheld for any reason or no reason). You will deliver to the Company at the termination of the Term, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer files and software and other documents and data (and copies thereof) relating to the Confidential Information, or to the work product or the business of the Company Forest City Group which you may then possess or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work have under your control. Your obligations under this Section 6 are in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesaddition to, and not in limitation of or preemption of, all other concepts, ideas, materials, obligations of confidentiality which you may have to the Forest City Group under general legal or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractorsequitable principles, and any other service providers of the Company federal, state or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentlocal law.

Confidential Information. For Executive agrees that: ------------------------ (a) Except as may be required by the purposes lawful order of this Agreementa court or agency of competent jurisdiction, “Confidential Information” shall mean any or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public, proprietary or other confidential public information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) know-howinformation which, trade secretsat the time of disclosure is published, inventionsknown publicly or is otherwise in the public domain, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value through no fault of which is contingent upon maintaining the confidentiality thereof, Executive; (ii) information regarding which, after disclosure is published or becomes known publicly or otherwise becomes part of the business public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction. (c) To the extent that any court or agency seeks to have Executive disclose Confidential Information, Executive shall promptly inform the Company, and Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company's attorneys, Executive shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this paragraph 5 shall be construed so as to prevent Executive from using, in connection with Executive's employment for himself or an employer other than the Company and its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or knowledge which was acquired by Executive during the course of Executive's employment with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available known to persons of Executive's experience in other companies in the public and (ii) information obtained by you other than pursuant to or in connection with your employmentsame industry.

Confidential Information. For The Executive recognizes and agrees that the purposes of Affiliated Group (defined below) has provided Confidential Information to the Executive and has an interest in protecting this Agreement, “Confidential Information” information from disclosure. The Executive shall mean any and all non-public, proprietary or other confidential information hold in a fiduciary capacity for the benefit of the Company and its Affiliates (collectively, the “Affiliated Group”), all secret or confidential information, knowledge or data relating to the Affiliated Group and its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, businesses (including, without limitation, (i) know-howany proprietary and not publicly available information concerning any processes, methods, trade secrets, inventionsresearch or secret data, discoveriescosts, conceptsnames of users or purchasers of their respective products or services, information, works, materials, processes, business methods, dataoperating procedures or programs or methods of promotion and sale) that the Executive obtains during the Executive’s employment that is not public knowledge (other than as a result of the Executive’s violation of this Section (a)) (“Confidential Information”). The Executive shall not communicate, softwaredivulge or disseminate Confidential Information at any time during or after the Executive’s employment, programsexcept with the prior written consent of the Company, apparatusor as otherwise required by law or legal process or as such disclosure or use may be required in the course of the Executive performing his duties and responsibilities with the Affiliated Group. Notwithstanding the foregoing provisions, designs if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement prior to disclosure so that the Company or the appropriate member of the Affiliated Group may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company or the appropriate member of the Affiliated Group to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel in writing (either his or the Company’s) that he is legally required to so disclose. Upon his termination of employment for any reason, the Executive shall promptly return to the Company all records, files, memoranda, correspondence, notebooks, notes, reports, customer lists, drawings, plans, documents, and other documents and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding like relating to the business of the Company Affiliated Group or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies containing any trade secrets relating to prospective business opportunitiesthe Affiliated Group or that the Executive uses, prepares or comes into contact with during the course of the Executive’s employment with the Affiliated Group, and all other conceptskeys, ideascredit cards and passes, materials, or information prepared or performed for or by and such materials shall remain the sole property of the Affiliated Group. The Executive agrees to execute any standard-form confidentiality agreements with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of that the Company or its affiliates, (iv) in the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is future generally available to the public and (ii) information obtained by you other than pursuant to or in connection enters into with your employmentsimilarly situated employees.

Confidential Information. For (a) Executive acknowledges that the purposes Company and its Affiliates continually develop Confidential Information (as defined below), that Executive may develop Confidential Information for the Company or its Affiliates and that Executive may learn of this AgreementConfidential Information during the course of Executive’s 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, “other than as required by applicable law or for the proper performance of Executive’s duties and responsibilities to the Company and its Affiliates, any Confidential Information” shall mean any and all non-public, proprietary Information obtained by Executive incident to Executive’s employment or other confidential information association with the Company or any of its Affiliates. Executive understands that this restriction shall continue to apply after Executive’s employment terminates, regardless of the reason for such termination. (b) All documents, records, tapes, and other media of every kind and description relating to the business, present or otherwise, of the Company or its affiliates disclosed Affiliates and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its Affiliates. Executive shall safeguard all Documents and shall surrender to you, to which you have accessthe Company at the time Executive’s 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 other property to the Company upon the termination of which you otherwise become awareExecutive’s employment and, in each case whether in oralany event, writtenat the Company’s request. Executive further agrees that any property situated on the premises of, graphic and owned by, the Company or machine readable formits Affiliates, includingincluding disks and other storage media, filing cabinets, or other work areas, is subject to inspection by the Company’s personnel at any time with or without limitationnotice. (c) Executive understands that, notwithstanding anything to the contrary contained herein, no provision of this Agreement will be interpreted so as to impede Executive (or any other individual) from (i) know-howmaking any disclosure of relevant and necessary information or documents in any action, trade secretsinvestigation, inventionsor proceeding relating to this Agreement, discoveriesor as required by law or legal process, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value including with respect to possible violations of which is contingent upon maintaining the confidentiality thereoflaw, (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information regarding to, any governmental agency, legislative body or any self-regulatory organization, including, but not limited to, the business Department of Justice, the Company or its affiliatesSecurities and Exchange Commission, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesthe Congress, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatesany agency Inspector General, (iii) information regarding accepting any U.S. Securities and Exchange Commission Awards, or (iv) making other disclosures under the skills and compensation whistleblower provisions of the employeesfederal law or regulation. In addition, contractors, and nothing in this Agreement or any other service providers agreement or Company policy prohibits or restricts Executive from initiating communications with, or responding to any inquiry from, any administrative, governmental, regulatory or supervisory authority regarding any good faith concerns about possible violations of law or regulation. Executive does not need the prior authorization of the Company to make any such reports or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between disclosures and Executive will not be not required to notify the Company that such reports or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentdisclosures have been made.

Confidential Information. (a) Employee covenants and agrees that he will not at any time, either during the Term or thereafter, use, disclose or make accessible or available to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a subpoena, by any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company to divulge, disclose or make accessible such information. For the purposes of this Agreementagreement, “Confidential Information” shall mean non-public information concerning the Company’s or any of its subsidiaries’ or affiliates’ financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and all supplier lists, customer and supplier information, information relating to practices, processes, methods, trade secrets, marketing plans and other non-public, proprietary or other and confidential information of the Company or any of its affiliates disclosed to yousubsidiaries or affiliates; provided, to which you have accesshowever, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the that Confidential Information shall not include and your obligation shall not extend to (i) any information which (x) is known generally available to the public and (ii) information obtained by you other than pursuant as a result of unauthorized disclosure by Employee, (y) becomes available to Employee on a non-confidential basis from a source other than the Company or any of its subsidiaries or affiliates that lawfully obtained such information or (z) was available to Employee on a non-confidential basis prior to its disclosure to Employee by the Company or any of its subsidiaries or affiliates. In addition to and not in connection with your employmentlimitation of anything in the foregoing, it is specifically understood and agreed by Employee that any and all Confidential Information received by Employee during his/her Employment by the Company is deemed Confidential Information for purposes of this Agreement. In the event Employee’s Employment is terminated hereunder for any reason, he immediately shall return to the Company all tangible Confidential Information (including any and all copies thereof) in his/her possession.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of his employment with the Company or (and, if applicable, its affiliates disclosed predecessors), he has been allowed to youbecome, and will continue to which you have accessbe allowed to become, or of which you otherwise become awareacquainted with the Company's business affairs, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company's and its affiliates' and predecessors' operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value "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 which his duties. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereof, 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) information regarding the business 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use in the skills and compensation Company's industry (the "laboratory analytical instruments industry"), other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, laboratory analytical instruments industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public laboratory analytical instruments industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and (ii) information obtained by you other than pursuant all copies of them provided to or in connection created by him during the course of his employment with your employmentthe Company.

Confidential Information. For (i) During and after the purposes Restricted Period, the Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its subsidiaries (or any other entity directly or indirectly controlled by such entities), all confidential matters relating to the Company’s Business and the business of any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) and to the Company and any of its subsidiaries (or any other entity directly or indirectly controlled by such entities), learned by the Executive heretofore or hereafter directly or indirectly from the Company or any of its subsidiaries (or any other entity directly or indirectly controlled by such entities) (the “Confidential Company Information”), and shall not disclose such Confidential Company Information to anyone outside of the Company except (A) with the Company’s express written consent, (B) for Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement and (C) where the Executive is required to disclose such Confidential Company Information by court order, subpoena or other government process. (ii) In the event that the Executive becomes legally compelled to disclose any Confidential Company Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Company Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Company Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Further, this Section 6 shall not prevent the Executive from disclosing Confidential Company Information in connection with any litigation, arbitration or mediation involving this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitationbut not limited to, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of enforcing this Agreement, provided that such disclosure is reasonably necessary for the Confidential Information shall not include and your obligation shall not extend Executive to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to assert any claim or defense in connection with your employmentsuch proceeding.

Confidential Information. For During the purposes Employment Period and thereafter, Executive will hold in a fiduciary capacity for the benefit of the Company all trade secrets and confidential information, knowledge or data relating to the Company and its businesses and investments, which will have been obtained by Executive during Executive’s employment by the Company and which is not generally available public knowledge (other than by acts by Executive in violation of this Agreement). Except as may be required or appropriate in connection with his carrying out his duties under this Agreement, “Confidential Information” shall mean any and all non-publicExecutive will not, proprietary or other confidential information without the prior written consent of the Company or its affiliates disclosed to youas may otherwise be required by law or any legal process, to which you have accessany statutory obligation or order of any court or statutory tribunal of competent jurisdiction, or as is necessary in connection with any adversarial proceeding against the Company (in which case Executive will use his reasonable best efforts in cooperating with the Company in obtaining a protective order against disclosure by a court of which you otherwise become awarecompetent jurisdiction), in each case whether in oral, written, graphic communicate or machine readable form, including, without limitation, (i) know-how, divulge any such trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any knowledge or data to anyone other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of than the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or those designated by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers on behalf of the Company in the furtherance of its business or its affiliatesto perform duties hereunder. Notwithstanding anything to the contrary in this Agreement or otherwise, (iv) nothing shall limit Executive’s rights under applicable law to provide truthful information to the existence of any business discussionsEqual Employment Opportunity Commission, negotiationsNational Labor Relations Board, Occupational Safety and Health Administration, U.S. Securities and Exchange Commission, or agreements between other federal, state or local governmental agency or commission or comparable state or local agency (each, a “Governmental Entity”) or to file a charge with or participate in an investigation conducted by any Governmental Entity. Notwithstanding the Company or its affiliates and any third partyforegoing, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way Executive agrees to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend waive Executive’s right to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or recover monetary damages in connection with your employmentany charge, complaint or lawsuit filed by Executive or anyone else on Executive’s behalf (whether involving a Governmental Entity or not); provided that Executive is not agreeing to waive, and this Agreement shall not be read as requiring Executive to waive, any right Executive may have to receive an award for information provided to any Governmental Entity. Executive is hereby notified that the immunity provisions in Section 1833 of title 18 of the United States Code provide that an individual cannot be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made (1) in confidence to federal, state or local government officials, either directly or indirectly, or to an attorney, and is solely for the purpose of reporting or investigating a suspected violation of the law, (2) under seal in a complaint or other document filed in a lawsuit or other proceeding, or (3) to Executive’s attorney in connection with a lawsuit for retaliation for reporting a suspected violation of law (and the trade secret may be used in the court proceedings for such lawsuit) as long as any document containing the trade secret is filed under seal and the trade secret is not disclosed except pursuant to court order.

Confidential Information. For 6.1 Until the purposes Closing Date or, if this Agreement is terminated in accordance with Section 11.1, then perpetually, the Company will, subject to Section 9.2 hereof, keep confidential and not disclose or use, and the Company will not allow any of its Representatives to disclose or use, any Confidential Information, for any purpose, except as contemplated by this Agreement. If this Agreement is terminated, all Confidential Information obtained by the Company in connection with this Agreement, “Confidential Information” shall mean any and including all non-publiccopies, proprietary whether in written form or other confidential information stored electronically, will be returned to the Transferor promptly after that termination. 6.2 The obligation of the Company or its affiliates disclosed to youunder Section 9.1 above, to which you have accesskeep confidential and not disclose or use any Confidential Information, does not apply to information that: (a) is generally available to or known by the public, other than as a result of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or improper disclosure by the Company or any of its affiliates, Representatives; (iiib) information regarding was available to the skills and compensation Company on a non-confidential basis before its disclosure by the Transferor or any Representative of the employeesTransferor; (c) is or was obtained by the Company from a source other than the Transferor or any Representative of the Transferor, contractors, and if that source is not bound by a confidentiality agreement with the Transferor; or (d) the Company or any other service providers Representative of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between is required by law to disclose. 6.3 The Transferor and the Company acknowledge that the computers and data storage and retrieval systems or network of the Company and, if applicable, its affiliates Representatives, may automatically back up Confidential Information stored in electronic form. The Transferor and the Company agree that to the extent that those back-up procedures automatically create electronic copies of Confidential Information (“Secondary Information”), each of the Company and, if applicable, its Representatives, may, despite any third partyrequirement under this Agreement to return or destroy Confidential Information, (v) all documents retain Secondary Information in its archival storage for the period that it would normally archive electronic data, provided that those data are periodically and other work product generated by you which contain, comment upon, systematically overwritten or relate in any way otherwise destroyed. Secondary Information will be subject to any information disclosed the provisions of this Agreement until destroyed and may not be accessed by the Company or any of its affiliates, (vi) all third-party information held in confidence by the Company or Representatives during its affiliates, and (vii) the terms and conditions period of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentarchival storage.

Confidential Information. For The Executive acknowledges that the purposes information, observations and data that have been or may be obtained by the Executive during the Executive’s employment or other relationship with, or through the Executive’s involvement as a direct and indirect owner of, the Company, any Subsidiary or affiliate thereof or any direct or indirect successor to or predecessor of any of them or any of their businesses (collectively with the Company, the “Related Companies”), prior to or after the execution and delivery of this Agreement, of or concerning the Related Companies or their businesses or affairs (collectively, “Confidential Information”), are and will be the property of the Related Companies; provided, that the term “Confidential Information” shall mean not include any and all information (including techniques, know-how or strategies) that the Executive can demonstrate (i) is or becomes publicly available otherwise than through a breach of this Agreement, (ii) is or becomes known or available to the Executive on a non-publicconfidential basis and not in contravention of applicable law from a source that is entitled to disclose such information to the Executive, proprietary (iii) is required to be disclosed pursuant to any applicable law or court order or governmental or regulatory body or (iv) is appropriate or necessary to be disclosed in connection with any dispute related to the Executive’s employment. Therefore, the Executive agrees that the Executive will not, during the Employment Period or thereafter, disclose to any unauthorized Person or use for the account of the Executive or any other confidential information Person (other than the Company and its Affiliates and their officers, directors and employees, in the course of performing the Executive’s duties as an employee of the Company) any Confidential Information without the prior written consent of the Company (by the action of the Board), unless and to the extent that such disclosure is required by law. The Executive will deliver or cause to be delivered to the Company at, or within two (2) weeks after, the final day of the Executive’s employment by the Company, or at any other time the Company or its affiliates disclosed Affiliates may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and materials (and copies thereof) containing or relating to youConfidential Information or the business of any Related Company that the Executive may then possess or have under the Executive’s control; provided, to which you have accessthat Executive may retain copies of the Executive’s compensation records and documents, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, information reasonably needed for tax purposes and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofpersonal property, (ii) information regarding the business of the Company such as rolodexes or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentpersonal contacts.

Confidential Information. For (a) At all times both during Executive’s employment and following the purposes termination of this AgreementExecutive’s employment for any reason, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, Executive shall: (i) know-howhold the Confidential Information in strictest confidence, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and take all reasonable precautions to prevent the likeinadvertent disclosure of the Confidential Information to any unauthorized person, and any other intellectual property follow all the value of which is contingent upon maintaining Company’s policies protecting the confidentiality thereof, Confidential Information; (ii) information regarding the business not use, copy, divulge or otherwise disseminate or disclose any Confidential Information, or any portion thereof, to any unauthorized person; (iii) not make, or permit or cause to be made, copies of the Confidential Information, except as necessary to carry out Executive’s authorized duties as an employee of the Company; and (iv) promptly and fully advise the Company of all facts known to Executive concerning any actual or its affiliatesthreatened unauthorized use or disclosure of which Executive becomes aware. (b) Executive hereby assigns to the Company any rights Executive may have or acquire in the Confidential Information, including its productsand recognizes that the Company shall be the sole owner of all copyrights, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiestrade secret rights, and all other conceptsrights throughout the world (collectively, ideas“Proprietary Rights”) in connection with such rights. (c) If Executive receives any subpoena or becomes subject to any legal obligation that might require Executive to disclose Confidential Information, materialsExecutive will provide prompt written notice of that fact to the Company, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Executive agrees to not disclose any Confidential Information while any such objection is pending. (d) Executive understands that the Company has and will receive from third parties confidential or proprietary information prepared (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Executive’s association with the Company and at all times after the termination of such association for any reason, Executive will hold Third Party Information in strict confidence and will not disclose or performed for or use any Third Party Information unless expressly authorized by the Company in advance or its affiliatesas may be strictly necessary to perform Executive’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (iiie) Executive will not improperly use or disclose any confidential information regarding the skills and compensation or trade secrets, if any, of the employees, contractorsany former employer or of any other person to whom Executive has an obligation of confidentiality, and Executive will not bring onto the Company’s premises any unpublished documents or any property belonging to any former employer or of any other service providers person to whom Executive has an obligation of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentconfidentiality.

Confidential Information. For (a) The Executive shall not disclose or use at any time, either during his employment with the purposes Company or thereafter, any Confidential Information (as defined below) of this Agreementwhich the Executive is or becomes aware, “whether or not such information is developed by him, except to the extent that 1) such disclosure or use is directly related to and required by the Executive’s performance during the Employment Period of the duties assigned to the Executive, or 2) the Executive is required by subpoena or similar process to disclose or discuss any Confidential Information” ; provided, that, in such case, the Executive shall mean promptly inform the Company of such event, shall cooperate with the Company and its Subsidiaries in attempting to obtain a protective order or to otherwise restrict such disclosure. 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 him during the course of his employment with the Company is the property of the Company and its Subsidiaries. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary information (“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 thereafter, and without in any way limiting the provisions of Section 1.5(a) above, the Executive shall hold Third Party Information in the strictest confidence and all non-public, proprietary or shall not disclose to anyone (other confidential information than personnel of the Company or any of its affiliates disclosed Subsidiaries who need to youknow such information in connection with their work for the Company and its Subsidiaries) or use, except in connection with his work for the Company or any of its Subsidiaries, Third Party Information unless expressly authorized by a member of the Board in writing. (c) During the Employment Period, the Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to which you have accesswhom the Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company or any of which you otherwise become aware, its Subsidiaries any unpublished documents or any property belonging to any former employer or any other Person to whom the Executive has an obligation of confidentiality unless consented to in each case whether writing by the former employer or Person. The Executive shall use in oral, written, graphic or machine readable form, including, without limitation, the performance of his duties only information that is (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs generally known and used by Persons with training and experience comparable to the like, Executive’s and any other intellectual property that is (x) common knowledge in the value of which industry or (y) is contingent upon maintaining otherwise legally in the confidentiality thereofpublic domain, (ii) information regarding the business of the Company otherwise provided or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or developed by the Company or any of its affiliatesSubsidiaries, or (iii) in the case of materials, property or information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way belonging to any information disclosed former employer or other Person to whom the Executive has an obligation of confidentiality, approved for such use in writing by the Company such former employer or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentPerson.

Confidential Information. For The Executive agrees that during the purposes Agreement Term and at all times thereafter: (a) Except as may be required by the lawful order of this Agreementa court or agency of competent jurisdiction, “except as necessary to carry out his duties to the Company and its affiliates, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely, all Confidential Information (as defined below), and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) To the extent that any court or agency seeks to have the Executive disclose Confidential Information” , he shall mean any promptly inform the Company, and all non-publiche shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, proprietary and the Company has an opportunity to respond to such court or other confidential agency. To the extent that the Executive obtains information on behalf of the Company or any of its affiliates disclosed that may be subject to youattorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to which you have access, or maintain the confidentiality of which you otherwise become awaresuch information and to preserve such privilege. (c) Nothing in the foregoing provisions of this paragraph 10 shall be construed so as to prevent the Executive from using, in each case whether in oral, written, graphic connection with his employment for himself or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any an employer other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of than the Company or its any of the affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or knowledge which was acquired by him during the course of his employment with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and which is generally known to persons of his experience in other companies in the same industry. (viid) the terms and conditions of this Agreement. For purposes of this Agreement, the term “Confidential Information Information” shall include all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates which was acquired by or disclosed to the Executive during the course of his employment with the Company, or during the course of his consultation with the Company following the Termination Date. (e) This paragraph 10 shall not include and your obligation shall not extend be construed to (i) unreasonably restrict the Executive’s ability to disclose confidential information which is generally available to the public and (ii) information obtained by you other than pursuant to in an arbitration proceeding or a court proceeding in connection with your employmentthe assertion of, or defense against any claim of breach of this Agreement. If there is a dispute between the Company and the Executive as to whether information may be disclosed in accordance with this subparagraph (e), the matter shall be submitted to the arbitrators or the court (whichever is applicable) for decision.

Confidential Information. For Executive agrees to refrain (whether during or after his employment with the purposes of Company) from disclosing or using, except as permitted by this Agreement, any secrets or confidential information with respect to the Company or any of the Company’s direct or indirect wholly owned subsidiaries (collectively the “Covered Entities”), including without limitation its trade secrets, patents, affairs, business plans, strategic, commercial or financial information other than information that is or becomes publicly available through no fault of Executive (the “Confidential Information” shall mean any and all non-public, proprietary ”). Executive may disclose or other confidential communicate only such information as is reasonable required or specifically approved by the Board of Directors or authorized management personnel of the Company or its affiliates disclosed to you, to which you have access, or designated by the Board of which you otherwise become aware, Directors in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and connection with Executive’s services. Confidential Information may be used solely for the likebenefit of the Company, and Executive shall not make any other intellectual property the value use of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding such information. Executive agrees that all materials relating to the business of any Covered Entity that are provided or made available to Executive, or created by Executive, during the course of Executive’s services to the Company shall be and remain the property of the Company and/or the applicable Covered Entity (subject to the terms of any separate agreement between the Company and/or its Parent Companies and the affected Covered Entity), whether or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesnot such materials constitute or contain Confidential Information, and all other concepts, ideas, materials, or information prepared or performed for or by copies of such materials shall be returned to the Company immediately upon the termination of Executive’s services to the Company. In the event that the Company notifies the Executive that it has entered into a confidentiality agreement with a Covered Entity or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and with any other service providers Affiliate of the Company or its affiliates, (iv) with respect to confidential information provided to the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this AgreementCompany, the Confidential Information Executive shall not include and your obligation shall not extend to (i) information which is generally available comply with such reasonable obligations thereunder as are applicable to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive.

Confidential Information. (a) Employee covenants and agrees that he will not at any time, either during the Term or thereafter, use, disclose or make accessible or available to any other person, firm, partnership, corporation or any other entity any Confidential Information (as defined below) pertaining to the business of the Company or any of its subsidiaries or affiliates, except (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do so by a subpoena, by any court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Company to divulge, disclose or make accessible such information. For the purposes of this Agreementagreement, “"Confidential Information” " shall mean non-public information concerning the Company's or any of its subsidiaries' or affiliates' financial data, statistical data, strategic business plans, product development (or other proprietary product data), customer and all supplier lists, customer and supplier information, information relating to practices, processes, methods, trade secrets, marketing plans and other non-public, proprietary or other and confidential information of the Company or any of its affiliates disclosed to yousubsidiaries or affiliates; provided, to which you have accesshowever, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the that Confidential Information shall not include and your obligation shall not extend to (i) any information which (x) is known generally available to the public and (ii) information obtained by you other than pursuant as a result of unauthorized disclosure by Employee, (y) becomes available to Employee on a non-confidential basis from a source other than the Company or any of its subsidiaries or affiliates that lawfully obtained such information or (z) was available to Employee on a non-confidential basis prior to its disclosure to Employee by the Company or any of its subsidiaries or affiliates. In addition to and not in limitation of anything in the foregoing, it is specifically understood and agreed by Employee that any and all Confidential Information received by Employee during his/her Employment by the Company is deemed Confidential Information for purposes of this Agreement. In the event Employee's Employment is terminated hereunder for any reason, he immediately shall return to the Company all tangible Confidential Information (including any and all copies thereof) in his/her possession. (b) Employee and the Company agree that the covenants in this Section 11 regarding Confidential Information are reasonable covenants under the circumstances and further agree that if, in the opinion of any court of competent jurisdiction, any such covenant is not reasonable or is unenforceable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of such covenants as appear to the court not reasonable or unenforceable and to enforce the remainder of the covenant as so amended, and to that end the provisions of this Section 11 shall be deemed severable. Employee agrees that any breach of any covenant contained in this Section 11 would irreparably injure the Company. Accordingly, Employee agrees that the Company, in addition to pursuing any other remedies it may have in law or in connection with your employmentequity, may obtain an injunction against Employee from any court having jurisdiction over the matter restraining any breach or threatened breach of this Section 11. The Company may clawback any severance payments paid or payable to Employee under Section 9 in the event that Employee breaches this Section 11.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreementhis employment with the Company, “Confidential Information” shall mean any he has been allowed to become, and all non-publicwill continue to be allowed to become, proprietary or other confidential information of acquainted with the Company or its affiliates disclosed to youCompany's business affairs, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company's and its affiliates' operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value "Confidential Information") concerning the Company's and its affiliates' business. Executive understands and acknowledges that the 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 which is contingent upon maintaining the confidentiality thereof, Company; (ii) information regarding the business 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use in the skills and compensation Company's industry, other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate such information has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and (ii) information obtained by you other than pursuant all copies of them provided to or in connection created by him during the course of his employment with your employmentthe Company.

Confidential Information. For (a) Executive covenants that Executive will not use for Executive’s benefit, or disclose, communicate or divulge to, or use for the purposes direct or indirect benefit of this Agreementany Person other than the Company, any confidential, proprietary or unique information (“Confidential Information” shall mean any and all non-public”) belonging to, proprietary used by or other confidential information in possession of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitationbut not limited to, (i) know-howthe methods, policies, procedures, techniques, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all customer lists or other concepts, ideas, materials, knowledge or information prepared processes used or performed for or developed by the Company or its affiliates, (iii) other information regarding the skills and compensation of the employees, contractors, and any other service providers of concerning the Company of which Executive became aware as a result of Executive’s employment with the Company. If Executive is uncertain about whether certain information or its affiliatesmaterial is Confidential Information, (iv) the existence of any business discussions, negotiations, then Executive shall treat that information or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreementmaterial as Confidential Information. For purposes of this Agreement, the Confidential Information shall The foregoing restrictions will not include and your obligation shall not extend apply to (i) information which is or becomes, other than as a result of a breach of this Agreement or a similar confidentiality obligation generally available to the public public, or (ii) the disclosure of information required pursuant to a subpoena or other legal process; provided that Executive will 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 Company will have a reasonable opportunity to quash such subpoena or other legal process prior to any disclosure by Executive. For purposes of this Agreement the word “Person” means and includes any: (i) natural person; (ii) firm; (iii) partnership; (iv) joint venture; (v) corporation; (vi) limited liability company; (vii) limited liability partnership; (viii) business venture; (ix) trust; (x) association; (xi) consumer organization; (xii) state, local or federal government agency, branch, department or other governmental unit; (xiii) bankruptcy or other trustee; or (xiv) any other Person. (b) During the Employment Term and after the expiration thereof, regardless of the reason, Executive shall not use the Confidential Information for the benefit of Executive or any other Person other than the Company. During the Employment Term, Executive shall keep the Confidential Information in the strictest confidence and share it with other Persons only for the benefit of the Company. Moreover, from and after the expiration of the Employment Term, regardless of reason, Executive will not disclose any Confidential Information to any Persons other than the Company, in whole or in part, in any matter either directly or indirectly. (c) From and after the expiration or termination of Executive’s employment with the Company, regardless of the reason, Executive shall not make copies of any Confidential Information in any form or manner whatsoever (including, but not limited to, computer printouts, computer tapes, discs, etc.). Moreover, immediately upon and after the expiration or termination of Executive’s employment with the Company, regardless of the reason, Executive shall surrender, transfer possession of, and deliver (collectively, “Transfer”) to the Company all originals and all copies, in whatever form (whether written, contained on computer media or otherwise) of: (i) all Confidential Information; and (ii) information obtained all property, notes, manuals, reports, documents and other things that relate in any way, directly or indirectly, to any Confidential Information (subparts (i) and (ii) are referred to collectively as “Information”), as are in Executive’s possession, custody or control. If requested by you other than pursuant the Company, the Transfer shall be accompanied by a written statement executed by Executive, certifying that: (A) all originals and all copies of all Information have been returned to the Company; and (B) Executive has not retained any original or copy of any Information. Notwithstanding anything to the contrary contained in connection this Section 9(c), Executive may comply with your employmentany properly issued subpoena or order of an administrative or judicial body, provided that Executive shall give the Company written notice of such subpoena or order at least 10 days prior to Executive’s compliance therewith. (d) Executive shall also execute the Company’s standard confidentiality and invention assignment agreement, as it may be updated from time to time. (e) All restrictive covenants contained in this Section 9 shall survive termination of this Agreement.

Confidential Information. For Employee, during the purposes Term, will have access to and become familiar with confidential information, secrets and proprietary information concerning the business and affairs of the Company, its controlled subsidiaries and other controlled entities, including client and customer information, information concerning their products, patent rights and know-how, and other technical information, business strategies and pricing information, and other confidential and/or proprietary information (collectively, “Confidential Information”). Confidential Information shall not include any information that is or becomes generally available to the public other than as a result of Employee’s improper or unauthorized disclosure of such information in violation of this Agreement. As to such Confidential Information, Employee agrees as follows: (a) During the Term or at any time following the termination of this Agreement, “Employee will not, directly or indirectly, without the prior written consent of the Company (1) disclose or permit the disclosure of any such Confidential Information” , or (2) use, reproduce or distribute, or make or permit any use, reproduction or distribution of, directly or indirectly, any such Confidential Information, except for any disclosure, use, reproduction or distribution that is required in the course of his employment with the Company, its controlled subsidiaries or other controlled entities. (b) If, during the Term or at any time following the termination of this Agreement, Employee is requested or required (by oral question or request for information or documents, in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Employee agrees to notify the Company immediately in writing of the request or requirement so that the Company may seek an appropriate protection order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver under this Agreement, Employee is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Employee may disclose such Confidential Information to the tribunal; provided, however, that Employee shall mean use his commercially reasonable best efforts to obtain a court order or other assurance that confidential treatment will be accorded to such Confidential Information. (c) Upon termination of employment of Employee, for whatever reason, Employee shall surrender to the Company any and all non-publicdocuments, proprietary manuals, correspondence, reports, records and similar items then or other confidential information thereafter coming into the possession of Employee which contain any Confidential Information of the Company or its affiliates disclosed controlled subsidiaries or other controlled entities. (d) Employee recognizes and acknowledges that the obligations of Employee contained in Section 7 of this Agreement are reasonable and necessary to you, to which you have access, or protect the legitimate business interests of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likeCompany, and that any other intellectual property the value breach or violation of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business any of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work provisions of such Section is likely to result in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating irreparable injury to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of for which the Company would have no adequate remedy at law. Employee agrees that if Employee shall breach or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes violate Section 7 of this Agreement, the Confidential Information Company shall be entitled, if it so elects, to institute and prosecute proceedings at law or in equity, including, but not limited to, a proceeding seeking injunctive relief, to obtain damages with respect to such breach or violation, to enforce the specific performance of Section 7 this Agreement by Employee, or to enjoin Employee from engaging in any activity in violation of Section 7 of this Agreement. Employee acknowledges that in the event of any such breach or violation, the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or posting a bond, and to an equitable accounting of all earnings, profits, and other benefits arising from any such breach or violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Employee agrees that in the event of any such violation, an action may be commenced for preliminary or permanent injunctive relief and other equitable relief in any federal or state court of competent jurisdiction sitting in ▇▇▇▇▇▇ County, Texas, or in any other court of competent jurisdiction. Employee waives, to the fullest extent permitted by law, any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee under the notice provisions contained in Section 11 of this Agreement. Employee further agrees that the existence of any claim or cause of action against the Company, whether predicated upon a breach or violation by the Company of this Agreement or any other contract or agreement between Employee and the Company, shall not include and your obligation shall not extend to (i) information which is generally available constitute or be asserted as a defense to the public and (ii) information obtained enforcement by you the Company to the provisions of this Section relating to the Company’s right to injunctive or other than pursuant to equitable relief for Employee’s breach or in connection with your employmentviolation of Section 7 of this Agreement.

Confidential Information. For Executive shall not disclose or use, or authorize anyone else to disclose or use, at any time, during the purposes of this AgreementEmployment Period, “Confidential Information” shall mean any and all non-public, proprietary trade secrets or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become awareExecutive is or becomes informed or aware of prior to or during the Employment Period, in each case whether in oral, written, graphic or machine readable form, including, without limitation, except (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs as may be required for Executive to perform his duties and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofobligations under this Agreement, (ii) to the extent such information regarding the business of has been disclosed to Executive by a third party who is not affiliated with the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating which otherwise becomes generally available to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatespublic, (iii) information regarding which must be disclosed as a result of a subpoena or other legal process, provided that the skills Company is given reasonable notice and compensation an opportunity to obtain a protective order, or (iv) unless Executive shall first secure the Company's prior written authorization. This paragraph shall survive the termination of the employeesthis Employment Period, contractorswhether by lapse of time or otherwise, and any shall remain in effect and be enforceable against Executive for six months or if Company trade secrets or confidential information becomes public prior to the time limit. Executive shall execute additional agreements and confirmations of his obligations to the Company concerning such non-disclosure of Company trade secrets and other service providers confidential information as the Company may require from time to time, provided that the execution of such additional agreements and confirmations are (i) reasonable and (ii) are required of all other senior executive employees of the Company or its affiliates, (iv) under similar circumstances. Executive shall use his best efforts to prevent the existence removal of any business discussionsConfidential Information from the premises of the Company, negotiations, except as required in his normal course of employment by the Company. Executive shall use his best efforts to cause all persons or agreements between the Company or its affiliates and entities to whom any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information Confidential Information shall be disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) him hereunder to observe the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to set forth herein as though each such person or in connection with your employmententity was bound hereby.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of his employment with the Company or (and, if applicable, its affiliates disclosed predecessors), he has been allowed to youbecome, and will continue to which you have accessbe allowed to become, or of which you otherwise become awareacquainted with the Company’s business affairs, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company’s and its affiliates’ and predecessors’ operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value “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 which his duties. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereof, 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) information regarding the business 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use in the skills and compensation Company’s industry (the “regenerative medicine industry”), other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, regenerative medicine industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public regenerative medicine industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and (ii) information obtained by you other than pursuant all copies of them provided to or in connection created by him during the course of his employment with your employmentthe Company.

Confidential Information. For During the purposes term of this AgreementAgreement and forever thereafter, Executive agrees to keep confidential all information provided by the Company, including any trade secrets and any information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with the Company (collectively, “Confidential Information” shall mean any ”), and all non-publicnot to release, proprietary use, or other confidential information disclose the Confidential Information, except in connection with performance of Executive’s duties under this Agreement or with the prior written permission of the Company Company. Confidential Information may be in any medium or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howphysical documents, trade secretscomputer files or disks, inventionsvideotapes, discoveriesaudiotapes, conceptsand oral communications. Executive further covenants and agrees that every document, informationcomputer disk, workscomputer software program, materialsnotation, processesrecord, methodsdiary, datamemorandum, softwaredevelopment, programsinvestigation, apparatus, designs and or the like, and any other intellectual property the value method or manner of which is contingent upon maintaining the confidentiality thereofdoing business, (ii) information regarding the business of the Company (or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all containing other concepts, ideas, materials, secret or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation Confidential Information of the employeesCompany) made or acquired by Executive during Executive’s employment, contractors, is and any other service providers shall be the sole and exclusive property of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementCompany. For purposes of this Agreement, the Confidential Information shall does not include and your obligation shall not extend to include, however, information which (i) information which is or becomes generally available to the public and other than as a result of an unauthorized disclosure by Executive, or (ii) information obtained by you other than the Executive is required to disclose pursuant to court, administrative hearing officer or in connection with your employmentother judicial or duly authorized governmental representative request or demand for such disclosure, unless the Company has obtained an appropriate protective order that prohibits such disclosure and the Company has advised the Executive of such protective order prior to the Executive’s fulfillment of such request or demand; provided, however, that no disclosure may be made by Executive pursuant to this clause (ii) until Executive has promptly notified the Company of such request or demand and the Company has had a reasonable opportunity to secure a protective order prohibiting disclosure. In the event that such protective order is not obtained, Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required and shall exercise Executive’s reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information.

Confidential Information. For The Executive agrees that, during the purposes Agreement Term, and at all times thereafter: (a) Except as may be required by the lawful order of this Agreementa court or agency of competent jurisdiction, “except as necessary to carry out his duties to the Company and its Subsidiaries, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential indefinitely, all Confidential Information” , and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) To the extent that any court or agency seeks to have the Executive disclose Confidential Information, he shall mean any promptly inform the Company, and all non-publiche shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, proprietary and the Company has an opportunity to respond to such court or other confidential agency. To the extent that the Executive obtains information on behalf of the Company or its affiliates disclosed any of the Subsidiaries that may be subject to youattorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to which you have access, or maintain the confidentiality of which you otherwise become awaresuch information and to preserve such privilege. (c) Nothing in the foregoing provisions of this paragraph 8 shall be construed so as to prevent the Executive from using, in each case whether in oral, written, graphic connection with his employment for himself or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any an employer other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of than the Company or its affiliatesany of the Subsidiaries, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing knowledge which was acquired by him during the course of his employment with the Company and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesthe Subsidiaries, and all which is generally known to persons of his experience in other concepts, ideas, materials, or information prepared or performed for or by companies in the Company or its affiliates, same industry. (iiid) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the term “Confidential Information Information” shall include all non-public information (including, without limitation, information regarding litigation and pending litigation) concerning the Company and the Subsidiaries which was acquired by or disclosed to the Executive during the course of his employment with the Company, or during the course of his consultation with the Company following his Date of Termination (regardless of whether consultation is pursuant to paragraph 10). (e) This paragraph 8 shall not include and your obligation shall not extend be construed to (i) unreasonably restrict the Executive’s ability to disclose confidential information which is generally available to the public and (ii) information obtained by you other than pursuant to in an arbitration proceeding or a court proceeding in connection with your employmentthe assertion of, or defense against any claim of breach of this Agreement in accordance with paragraph 23. If there is a dispute between the Company and the Executive as to whether information may be disclosed in accordance with this subparagraph 8(e) the matter shall be submitted to the arbitrators or the court (whichever is applicable) for decision.

Confidential Information. For 7.1 Each of APOL and the purposes Executive covenants and agrees not to use, other than for the benefit of the Company and to keep confidential, during the term of this Agreement, “Confidential Information” shall mean any all information about the Company and all non-public, proprietary or other confidential information of Associated Companies which the Company or its affiliates disclosed to you, to which you have access, or any of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable formthe Associated Company treats as confidential, including, without limitationbut not limited to, (i) know-howinformation about customers, trade secretsmarketing plans, inventionsmarketing techniques, discoveries, concepts, technical information, worksand possible new products or services, materials, processes, methods, data, software, programs, apparatus, designs except that APOL and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information Executive shall not include and your obligation shall not extend be required to (i) keep particular items of information which is confidential after those items of information become generally available to the public without a breach by APOL or the Executive of the obligations under this Clause. 7.2 Each of APOL and the Executive covenants and agrees that, except during the performance of the Services, they shall not, at any time, directly or indirectly, without the prior written consent of the Company, use or disclose to any person any confidential or proprietary information (“Confidential Information”) obtained or developed by APOL or the Executive, as the case may be, during the term of this Agreement relating to the Company’s business, except information which at the time is (a) available to others in the same business as the Company or generally known to the public other than as a result of disclosure by him not permitted hereunder, (b) lawfully acquired from a third party who is not obligated to the Company to maintain such information in confidence, or (c) used in any dispute or proceedings between third parties and APOL or the Executive, as the case may be, and is legally compelled disclosure; provided, APOL and/or the Executive, as the case may be, shall (i) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure, and (ii) cooperate fully with the Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, APOL or the Executive, as the case may be shall be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure. 7.3 Each of APOL and the Executive covenants and agrees to disclose promptly to the Company all new discoveries, ideas, formulae, products, methods, processes, designs, trade secrets, copyrightable material, patentable inventions, intellectual property or other useful technical information obtained or know-how and all improvements, modifications or alterations of existing discoveries made, discovered or developed by you other than pursuant to the Executive, either alone or in connection conjunction with your employmentany other person during the term of this Agreement, or using the Company’s or any Associated Company’s materials or facilities which discoveries or developments are based on, derived from or make use of any information directly related to the business disclosed to, or otherwise acquired by, the Executive from the Company or any Associated Company during the term of this Agreement. Each of APOL and the Executive covenants and agrees that any copyright, patent, trademark or other proprietary rights in any such discoveries shall be the sole and exclusive property of the Company, and the Company need not account to APOL or the Executive for any revenue or profit derived therefrom. If by operation of law or otherwise, any or all of the items of this Clause 7.3 or any component or element thereof is considered to be the intellectual property right of APOL or the Executive, APOL and the Executive (as applicable) covenants and agrees to irrevocably assign to the Company, its successor and assigns, ownership of all copyrights and all other intellectual property rights available with respect to each such element or item. Each of APOL and the Executive shall be deemed to have granted the Company an irrevocable power of attorney to execute as its or his agent any and all documents (including copyright registrations) deemed necessary by the Company to perfect Company’s intellectual property rights in and to each of the items in this Clause.

Confidential Information. For During the purposes course of this Agreementthe Executive’s employment with the Company, “the Executive has learned and will continue to learn of Confidential Information” shall mean any , and all non-public, proprietary or other confidential information has developed and will continue to develop Confidential Information on behalf of the Company and its Affiliates. The Executive agrees that he will not use or disclose to any Person (except as required by applicable law or for the proper performance of his regular duties and responsibilities for the Company) any Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its affiliates disclosed Affiliates; provided, however, that the provisions of this Section 3(a) will not prohibit (A) disclosure to youthe Executive’s legal or financial advisors to the extent reasonably required in connection with their services to the Executive, provided such advisers agree not to which you have accessfurther disclose such information; (B) retention of any documents relating to the Executive’s compensation, benefits or ongoing obligations to the Company or any of which you otherwise become awareits Affiliates and any information reasonably required for tax preparation purposes; or (C) any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement or the transactions contemplated by the Merger Agreement. The Executive agrees that this restriction will continue to apply after his employment terminates, in each case whether in oral, written, graphic or machine readable form, including, without limitationregardless of the reason for such termination. For the avoidance of doubt, (i) know-hownothing contained in this Agreement limits, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and restricts or in any other intellectual property way affects the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company Executive’s communicating with any governmental agency or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsentity, or information prepared communicating with any official or performed for staff person of a governmental agency or by the Company entity, concerning matters relevant to such governmental agency or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public entity and (ii) information obtained the Executive will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, the Executive may be held liable if he unlawfully accesses trade secrets by you other than pursuant to or in connection with your employmentunauthorized means.

Confidential Information. For (i) The Executive agrees that he will not at any time, except with the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information prior written consent of the Company or its affiliates disclosed Affiliates or as required by applicable law, directly or indirectly, reveal to youany person, entity or other organization (other than the Company or its Affiliates or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any confidential or proprietary information of any member of the Company or its Affiliates (“Confidential Information”) relating to which you have accessthe assets, liabilities, employees, goodwill, business or affairs of any member of the Company or its Affiliates, including, without limitation, any information concerning past, present or prospective clients, intellectual capital, marketing data, or other confidential information used by, or useful to, any member of and known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with the Company or its Affiliates, other than disclosure while employed by the Company which you otherwise become aware, the Executive reasonably and in each case whether good faith believes to be in oral, written, graphic or machine readable not opposed to the interests of the Company; provided that such Confidential Information does not include any information which is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s breach of this Agreement. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications. (iii) know-howIn the event that the Executive becomes legally compelled to disclose any Confidential Information, trade secretsthe Executive shall, inventionsif permitted by law, discoveriesprovide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and the like, shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company shall promptly pay (upon receipt of invoices and any other intellectual property documentation as may be requested by the value Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) prohibit the Executive from making reports of which is contingent upon maintaining possible violations of federal law or regulation to any governmental agency or entity in accordance with the confidentiality thereof, (ii) information regarding the business provisions of and rules promulgated under Section 21F of the Company Securities Exchange Act of 1934 or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsSection 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or information prepared of any other whistleblower protection provisions of state or performed for federal law or regulation, or (B) require notification or prior approval by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, reporting described in clause (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentA).

Confidential Information. For Except to the purposes extent required in the performance of this Agreementhis duties hereunder, Officer shall not at any time during the Employment Term or at any time thereafter, directly or indirectly, disclose, disseminate or otherwise publish “Confidential Informationconfidential information.” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the term “confidential information” means information and know-how disclosed to or known by Officer as a consequence of his relationship with the Company which is of tangible or intangible value to the Company, and the details of which are not generally known to the competitors of the Company and which relates to the conduct of the Business by the Company or any business activity under development or research by the Company or which is a business opportunity of the Company and which information has not become a matter of general public knowledge or is not a matter of general knowledge within the Company’s industry, including without limitation, trade secrets, proprietary data and bid and contractor and subcontractor information. “Confidential Information” shall also include any document or information (whether of the Company or of any person with which the Company has an agreement with respect to the confidentiality of information) labeled “confidential,” “proprietary,” or words of similar import and which has not become a matter of general public knowledge and is not a matter of general knowledge within the Company’s industry. However, Confidential Information shall not include information: (x) that has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Officer without authorization from the Company; (y) that has been independently developed and your obligation shall disclosed by others, or (z) that has otherwise entered the public domain through lawful means. Confidential Information also does not extend include information related to any claim of sexual harassment or sexual assault and nothing in this Agreement restricts the disclosure of such information. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement prohibits or restricts Officer from lawfully: (i) initiating communications directly with, cooperating with, providing information which is generally available to, causing information to the public and be provided to, or otherwise assisting in an investigation by any governmental or regulatory agency, entity, or official(s) (collectively, “Governmental Authorities”) regarding a possible violation of any law; (ii) responding to any inquiry or legal process directed to Officer individually (and not directed to the Company) from any such Governmental Authorities; (iii) testifying, participating or otherwise assisting in an action or proceeding by any such Governmental Authorities relating to a possible violation of law; or (iv) making any other disclosures that are protected under the whistleblower provisions of any applicable law. Further notwithstanding anything herein to the contrary, Officer shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Officer files a lawsuit for retaliation for reporting a suspected violation of law, Officer may disclose the trade secret to his attorney and use the trade secret information obtained by you other than in the court proceeding, as long as Officer files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to or in connection with your employmentcourt order.

Confidential Information. For Executive agrees that: ------------------------ (a) Except as may be required by the purposes lawful order of this Agreementa court or agency of competent jurisdiction, “Confidential Information” shall mean any or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public, proprietary or other confidential public information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) know-howinformation which, trade secretsat the time of disclosure is published, inventionsknown publicly or is otherwise in the public domain, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value through no fault of which is contingent upon maintaining the confidentiality thereof, Executive; (ii) information regarding which, after disclosure is published or becomes known publicly or otherwise becomes part of the business public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction. (c) To the extent that any court or agency seeks to have Executive disclose Confidential Information, Executive shall promptly inform the Company, and Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company's attorneys, Executive shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this paragraph 6 shall be construed so as to prevent Executive from using, in connection with Executive's employment for himself or an employer other than the Company and its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or knowledge which was acquired by Executive during the course of Executive's employment with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available known to persons of Executive's experience in other companies in the public and (ii) information obtained by you other than pursuant to or in connection with your employmentsame industry.

Confidential Information. For Executive acknowledges that in his employment he is or will be making use of, acquiring, or adding to the purposes of this Agreement, Company Group’s confidential information (the “Confidential Information” shall mean any ”) which includes, but is not limited to, memoranda and all non-public, other materials or records of a proprietary or other confidential nature; technical information regarding the operations of the Company or its affiliates disclosed Group; and records and policy matters relating to youfinance, personnel, market research, strategic planning, current and potential customers, lease arrangements, service contracts, management, and operations. Therefore, to which you have accessprotect the Company Group’s Confidential Information and to protect other employees who depend on the Company Group for regular employment, or Executive agrees that he will not in any way use any of which you otherwise become aware, said Confidential Information except in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and connection with his employment by the likeCompany, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding except in connection with the business of the Company or its affiliateshe will not copy, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsreproduce, or information prepared take with him the original or performed for any copies of said Confidential Information and will not directly or by indirectly divulge any of said Confidential Information to anyone without the Company or its affiliates, (iii) information regarding the skills and compensation prior written consent of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementCompany. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which that is generally available to and known by the public at the time of disclosure to Executive; provided that, such disclosure is through no direct or indirect fault of Executive or person(s) acting on Executive’s behalf. For the avoidance of doubt, this Section 6.02 does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about the Agreement or its underlying facts and (ii) information obtained circumstances by you the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other than pursuant self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive understands and acknowledges that he does not need the prior authorization of the Company to make any such reports or in connection with your employmentdisclosures and that he is not required to notify the Company that he has made such reports or disclosures.

Confidential Information. For Executive acknowledges that the purposes Company and its Affiliates continually develop Confidential Information, that Executive may develop Confidential Information for the Company or its Affiliates, and that the Company has and will continue to provide Executive with 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 entity or use, other than as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates, any Confidential Information obtained by Executive incident to his employment by the Company or any of its Affiliates. Notwithstanding this Section 7.1 or any other provision of this Agreement, “(a) Executive may disclose Confidential Information” shall mean Information when required to do so by a court of competent jurisdiction, by any and all non-public, proprietary governmental agency having authority over Executive or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliatesAffiliates or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, including its productsdisclose or make accessible such information; and (b) nothing in this Agreement is intended to interfere with Executive’s right to (i) report possible violations of state or federal law or regulation to any governmental or law enforcement agency or entity; (ii) make other disclosures that are protected under the whistleblower provisions of state or federal law or regulation; (iii) file a claim or charge with the Equal Employment Opportunity Commission (“EEOC”), services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsany state human rights commission, or information prepared any other governmental agency or performed for entity; or (iv) testify, assist, or participate in an investigation, hearing, or proceeding conducted by the EEOC, any state human rights commission, any other governmental or law enforcement agency or entity, or any court. For purposes of clarity, in making or initiating any such reports or disclosures or engaging in any of the conduct outlined in subsection (b) above, Executive may disclose Confidential Information to the extent necessary to such governmental or law enforcement agency or entity or such court, need not seek prior authorization from the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractorsAffiliates, and any other service providers of is not required to notify the Company or its affiliates, (iv) the existence Affiliates of any business discussionssuch reports, negotiations, disclosures or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentconduct.

Confidential Information. For Executive recognizes that by reason of his employment by and service to the purposes Company he will occupy a position of trust with respect to the business and its employees and technical and other information of a secret or confidential nature (“Confidential Information”) which is the property of the Company which the Company hereby agrees to provide Executive and which may also be imparted to him from time to time in the course of the performance of his duties hereunder. Executive acknowledges that such information is a valuable and unique asset of the Company and agrees that he shall not, during or after the Term of this Agreement, “directly or indirectly use or disclose any Confidential Information” shall mean any and all non-public, proprietary or other confidential information Information of the Company or to any person, except that Executive may use and disclose to authorized personnel of the Company such Confidential Information as is reasonably appropriate in the course of the performance of his duties hereunder. Confidential Information of the Company shall include all information and knowledge of any nature and in any form relating to the Company and its subsidiaries and affiliates disclosed to youincluding but not limited to, to which you have accessbusiness plans; development projects; computer software and related documentation and materials; designs, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materialspractices, processes, methods, data, software, programs, apparatus, designs know-how and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding facts relating to the business of the Company or and its subsidiaries and its affiliates; advertising, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier listspromotions, financial projectionsmatters, cost summariessales and profit figures, pricing formulaeemployee hiring, marketing studies relating to prospective business opportunitiestraining, evaluations and all other concepts, ideas, materials, retention practices and customers or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreementcustomer lists. For purposes of this Agreement, the Confidential Information shall not include any information that is or shall become publicly known through no fault of the Executive and your obligation shall any information received in good faith on a non-confidential basis from a third party who has the right to disclose such information and who has not extend received such information, either directly or indirectly, from the Company. If Executive is required to (i) information which is generally available disclose Confidential Information by any court or governmental tribunal, Executive shall, to the public extent practical under the circumstances, first give notice to the Company in order that it may have an opportunity to seek a protective order. The Company and (ii) information obtained Executive shall cooperate with each other, should either decide to seek a protective order with all costs and expenses being borne by you other than pursuant to the party seeking such order. Executive shall abide by the final order, judgment, or in connection with your employmentdecree of any court of competent jurisdiction, administration or regulatory body regarding such application for a protective order.

Confidential Information. For (a) Executive acknowledges that the purposes information, observations, and data (including trade secrets) obtained by Executive while employed by the Company both before and after the date of this Agreement, Agreement concerning the business or affairs of the Company (“Confidential Information” ”) are the property of the Company. In addition, Executive shall mean not disclose to any person or entity or use for Executive’s own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company (“Third Party Information”), without the prior written consent of the Board except as necessary for Executive to discharge Executive’s duties hereunder as determined in Executive’s reasonable discretion, unless and to the extent that the Confidential Information or Third Party Information (i) becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions or (ii) is required to be disclosed pursuant to applicable law or a court order or decree (in which case Executive shall give prior written notice to the Company of such disclosure). Executive shall deliver to the Company at the termination or expiration of the Employment Period, or at any other time the Company may reasonably request, all non-publicmemoranda, proprietary notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or other relating to Confidential Information, Third Party Information, Work Product, or the business of the Company which Executive may then possess or have under Executive’s control. (b) In connection with rendering services to the Company hereunder, Executive shall be prohibited from using or disclosing any confidential information of or trade secrets that Executive learned in connection with any prior employment with the Company or its affiliates disclosed at such time and that Executive is prohibited from using or disclosing by law or by contract. If at any time during the Employment Period Executive believes that Executive is being asked to you, to which you have accessengage in work that will, or of which you otherwise become awarewill be likely to, in each case whether in oraljeopardize any confidentiality or other obligations Executive may have to former employers, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and Executive shall immediately advise the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentBoard so that Executive’s duties can be modified appropriately.

Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, Optionee acknowledges that all Confidential Information (iias defined below) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or obtained by him while employed by the Company or its affiliates, (iii) information regarding Subsidiaries or Affiliates concerning the skills and compensation of the employees, contractors, and any other service providers business or affairs of the Company or its affiliates, (iv) any Subsidiary or Affiliate are the existence property of any business discussions, negotiations, or agreements between the Company or such Subsidiary or Affiliate and constitute a protectable business interest of the Company and its affiliates Subsidiaries or Affiliates. Optionee acknowledges that the Confidential Information has been generated at great effort and 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 third partyrights 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 (vincluding 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, indefinitely as to trade secrets for so long as the information remains a trade secret under applicable law and for five years as to all other Confidential Information, 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 other work product generated by you which containdata (and copies thereof) embodying or relating to the Confidential Information, comment uponInventions (as defined below) or the business of the Company, or relate any of its Subsidiaries, or Affiliates which he may then possess or have under his control. (ii) As used in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the term “Confidential Information shall not include Information” means any and your obligation shall not extend 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 or 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 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 Company 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: (1) when disclosure of Confidential Information 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 such required disclosure to enable such entities to seek a protective order or other relief, and reasonably cooperate with the such entities in connection with seeking any such order or other relief; or (2) with respect to Confidential Information that becomes generally available known to the public and (ii) information obtained by you other than pursuant due to (A) Optionee’s violation of this Agreement or any other obligation or duty to the Company, its Subsidiaries or Affiliates or (B) a disclosure by a third party who owes the Company, its Subsidiaries or its Affiliates an obligation of confidence in connection with your employmentrelation to such Confidential Information.

Confidential Information. For Executive acknowledges that the purposes Company Group has a legitimate and continuing proprietary interest in the protection of this Agreement, its “Confidential Information” (as defined below) and that it has invested substantial sums and will continue to invest substantial sums to develop, maintain and protect such Confidential Information. During the period of Executive’s employment and at all times thereafter, Executive shall mean not, except with the written consent of the Company or in connection with carrying out Executive’s duties or responsibilities hereunder, furnish or make accessible to anyone or use for Executive’s own benefit any and all non-publictrade secrets, confidential or proprietary or other confidential information of the Company or Group, including without limitation its affiliates disclosed to youbusiness plans, to which you have accessmarketing plans, or of which you otherwise become awarestrategies, in each case whether in oralsystems, writtenprograms, graphic or machine readable form, including, without limitation, (i) know-howmethods, trade secrets, inventionsemployee lists, discoveries, concepts, information, works, materials, processes, methods, data, software, computer programs, apparatusinsurance profiles and client lists (hereafter referred to as “Confidential Information”); provided, designs that such Confidential Information shall not include information which at the time of disclosure or use, was generally available to the public other than by a breach of this Agreement or was available to the party to whom disclosed on a non-confidential basis by disclosure or access provided by the Company or a third party without breaching any obligations of the Company, Executive or such third party or was otherwise developed or obtained legally and independently by the likeperson to whom disclosed without a breach of this Agreement. Notwithstanding the foregoing, and Executive may disclose Confidential Information when required to do so by a court of competent jurisdiction, by any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding governmental agency having supervisory authority over the business of the Company Group or its affiliatesby any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, including its productsdisclose or make accessible such information; provided, servicesthat, budgetsif Executive is ordered by a court or other government agency to disclose any Confidential Information, contractsExecutive shall (i) promptly notify the Company of such order, reports(ii) at the written request of the Company, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesdiligently contest such order at the sole expense of the Company as expenses occur, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding at the skills and compensation written request of the employeesCompany, contractorsseek to obtain, and any other service providers at the sole expense of the Company or its affiliatesCompany, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to such confidential treatment as may be available under applicable laws for any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentunder such order.

Confidential Information. For Executive agrees that: (a) Except as may be required by the purposes lawful order of this Agreementa court or agency of competent jurisdiction, “Confidential Information” shall mean any or except to the extent that Executive has express authorization from the Company, Executive agrees to keep secret and confidential indefinitely all non-public, proprietary or other confidential public information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, (including, without limitation, information regarding litigation and pending litigation) concerning the Company and its affiliates (collectively, "Confidential Information") which was acquired by or disclosed to Executive during the course of Executive's employment with the Company and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way. (b) Confidential Information does not include (i) know-howinformation which, trade secretsat the time of disclosure is published, inventionsknown publicly or is otherwise in the public domain, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value through no fault of which is contingent upon maintaining the confidentiality thereof, Executive; (ii) information regarding which, after disclosure is published or becomes known publicly or otherwise becomes part of the business public domain, through no fault of Executive; and (iii) information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction. (c) To the extent that any court or agency seeks to have Executive disclose Confidential Information, Executive shall promptly inform the Company, and Executive shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, and the Company has an opportunity to respond to such court or agency. To the extent that Executive obtains information on behalf of the Company or any of its affiliates that may be subject to attorney-client privilege as to the Company's attorneys, Executive shall follow the guidelines provided by the Company's legal counsel on maintaining the confidentiality of such information and to preserve such privilege. (d) Nothing in the foregoing provisions of this Section 6 shall be construed so as to prevent Executive from using, in connection with Executive's employment for himself or an employer other than the Company and its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or knowledge which was acquired by Executive during the course of Executive's employment with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available known to persons of Executive's experience in other companies in the public and (ii) information obtained by you other than pursuant to or in connection with your employmentsame industry.

Confidential Information. For During the purposes Employment Period and thereafter, the Executive shall keep secret and retain in the strictest confidence, and shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, including without limitation, any data, information, ideas, knowledge and papers pertaining to the customers, prospective customers, prospective products or business methods of the Company, including without limitation the business methods, plans and procedures of the Company, that shall have been obtained by the Executive during the Executive’s employment by the Company or any of its affiliated companies and that shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement or the Severance Benefits Agreement). After termination of the Employment Period, “Confidential Information” the Executive shall mean any and all non-publicnot, proprietary or other confidential information without the prior written consent of the Company or its affiliates disclosed as may otherwise be required by law or legal process after reasonable advance written notice to youthe Company, use communicate or divulge any such information, knowledge or data, directly or indirectly, to which you have access, anyone other than the Company and those designated by it. Nothing contained in this Agreement shall prohibit the Executive from disclosing or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, using information (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining now known by or hereafter becomes available to the confidentiality thereof, general public through non-confidential sources; (ii) information regarding which became known to the business Executive from a source other than Company, or any of the Company its subsidiaries or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating other than as a result of a breach (known or which should have been known to prospective business opportunities, and all other concepts, ideas, materialsthe Executive) by such source of an obligation of confidentiality owed by it to Company, or any of its subsidiaries or affiliates (but not if such information prepared or performed for or was known by the Company Executive at such time of disclosure or its affiliates, use to be confidential); (iii) information regarding in connection with the skills and compensation proper performance of the employees, contractors, and any other service providers of the Company or its affiliateshis duties hereunder, (iv) which is otherwise legally required (but only if the existence of any business discussions, negotiations, or agreements between Executive gives reasonable advance notice to the Company of such disclosure obligation to the extent legally permitted, and cooperates with the Company (at the Company’s expense), if requested, in resisting such disclosure) or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, is reasonably appropriate in connection with a litigation or relate in any way arbitration related to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to Severance Benefits Agreement, or in connection with your employmentan award of LTIP Units.

Confidential Information. For (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the purposes Employment Period or thereafter, any Confidential Information (as defined below) of this Agreementwhich 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 of Directors, (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 mean any 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 all non-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 him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary or information (“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 confidential information than personnel and agents of the Company or its affiliates disclosed Subsidiaries who need to youknow 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 which you have accessthe public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of which you otherwise become awaretheir respective predecessors in interest, in each case whether in oral, written, graphic or machine readable form, including, without limitation, including but not limited to (i) know-howbusiness development, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs growth and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofstrategic business plans, (ii) information regarding the business of the Company properties available for acquisition, financing development or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatessale, (iii) information regarding the skills accounting and compensation of the employees, contractors, and any other service providers of the Company or its affiliatesbusiness methods, (iv) services or products and the existence marketing of any business discussions, negotiations, or agreements between the Company or its affiliates such services and any third partyproducts, (v) all documents fees, costs and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatespricing 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 unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all third-party information held in confidence by the Company or its affiliatestechnology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (viixvi) all similar and related information in whatever form or medium. Confidential Information also expressly excludes Executive’s general know-how and business contacts contained in Executive’s rolodex, be it electronic or otherwise, as of the Effective Date to the extent that the use of such information does not violate or breach the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentSection 1.9.

Confidential Information. For the purposes of this Agreement(i) The Executive acknowledges that all customer lists and information, “Confidential Information” shall mean any vendor or supplier lists and all information, inventions, trade secrets, know-how or other non-public, confidential or proprietary knowledge, information or other confidential information data with respect to the products, services, operations, finances, business or affairs of the Company or its subsidiaries and affiliates disclosed or with respect to youconfidential, to which you have accessproprietary or secret processes, or of which you otherwise become awaremethods, in each case whether in oralinventions, writtenservices, graphic or machine readable formtechniques, customers (including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property identity of the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business customers of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing subsidiaries and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, affiliates and all other concepts, ideas, materials, or information prepared or performed for or the specific nature of the services provided by the Company or its subsidiaries and affiliates), employees (iiiincluding, without limitation, the matters subject to this Agreement) information regarding or plans of or with respect to the skills Company or its subsidiaries and compensation affiliates or the terms of this Agreement (all of the employeesforegoing collectively hereinafter referred to as, contractors, and any other service providers “Confidential Information”) are property of the Company or its applicable subsidiaries or affiliates. The Executive further acknowledges that the Company and its subsidiaries and affiliates intend, and make reasonable good faith efforts, to protect the Confidential Information from public disclosure. Therefore, the Executive agrees that, except as required by law or regulation or as legally compelled by court order (provided that in such case, the Executive shall promptly notify the Company of such 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 law, regulation or order), during the Employment Term and at all times thereafter, the Executive shall not, directly or indirectly, divulge, transmit, publish, copy, distribute, furnish or otherwise disclose or make accessible any Confidential Information, or use any Confidential Information for the benefit of anyone other than the Company and its subsidiaries and affiliates, unless and to the extent that the Confidential Information becomes generally known to and available for use by the general public other than as a result of the Executive’s acts or omissions or such disclosure is necessary in the course of the Executive’s proper performance of his duties under this Agreement. (ivii) The Company Entities do not wish to incorporate any unlicensed or unauthorized material into their products or services. Therefore, the existence of any business discussionsExecutive agrees that he will not disclose to the Company, negotiationsuse in the Company’s business, or agreements between cause the Company to use, any information or its affiliates and material which is a trade secret, or confidential or proprietary information, of any third party, (v) all documents and other work product generated by you which containincluding, comment uponbut not limited to, any former employer, competitor or relate in any way to any information disclosed by client, unless the Company has a right to receive and use such information or its affiliates, (vi) all third-party information held in confidence by the Company material. The Executive will not incorporate into his work any material or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available subject to the public copyrights of any third party unless the Company has a written agreement with such third party or otherwise has the right to receive and (ii) information obtained by you other than pursuant to use such material or in connection with your employmentinformation.

Confidential Information. For Executive acknowledges and agrees that the purposes customers, business connections, customer lists, procedures, operations, techniques and other aspects of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding about the business of the Company or (the “Confidential Information”) are established at great expense and protected as confidential information and provide the Company with a substantial competitive advantage in conducting its affiliatesbusiness. Executive further acknowledges and agrees that by virtue of his employment with the Company, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing he has had access to and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating will have access to prospective business opportunitiesand has been entrusted with and will be entrusted with Confidential Information, and that the Company would suffer great loss and injury if Executive would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, Executive agrees that during Executive’s employment and at all times thereafter, he will not, directly or indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other conceptscapacity, ideasuse or disclose or cause to be used or disclosed any Confidential Information, materialsunless and to the extent (a) that any such information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions, (b) that any such information is authorized to be disclosed in writing by the Board of Directors or compelled by legal process (provided that Executive provides the Company with advance notice adequate to afford the Company reasonable opportunity to limit or prevent such disclosure), or information prepared (c) use or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers disclosure is to an employee of the Company or its affiliates, (iv) a person to whom disclosure is reasonably necessary or appropriate in connection with the existence performance by Executive of any business discussions, negotiationshis duties as an employee or director of the Company. Executive shall deliver to the Company at the termination of Executive’s employment, or agreements between at any other time the Company or its affiliates may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and any third party, (v) all software and other documents and data (and copies thereof) relating to the Confidential Information or Work Product (as defined below) which he may then possess or have under his control, provided that Executive shall be entitled to retain his telephone, address and other work product generated contact directories subject to compliance with Section 6.01, Section 6.02, and Section 6.03. Executive acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) that relate to the Company’s actual or anticipated business and that are conceived, developed or made by you which contain, comment upon, or relate in any way to any information disclosed Executive while employed by the Company and during work hours or its affiliates, (vi) all third-party information held in confidence by the Company use of the facilities or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to of the Company (i“Work Product”) information which is generally available belong to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentCompany.

Confidential Information. For Executive shall hold in confidence for the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information benefit of the Company or all of the information (other than information concerning corporate opportunities) and business secrets in respect of the Company and all of its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable formaffiliates, including, without limitationbut not limited to, all information and data relating to or concerned with the business, finances, pending transactions and other affairs of the Company and all of its affiliates, and Executive shall not at any time before or after Executive’s employment by the Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any such information or data to any other Person (as defined below) except (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and with the like, and any other intellectual property prior written consent of the value of which is contingent upon maintaining the confidentiality thereofCompany, (ii) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and (iii) in the performance of Executive’s duties hereunder. With respect to information regarding the business concerning corporate opportunities of the Company and all of its affiliates that are developed, initiated or become known to Executive during his employment with the Company, Executive shall hold in confidence for the benefit of the Company all of such information in respect of the Company and all of its affiliates, including its productsincluding, servicesbut not limited to, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing all information and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies data relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers concerned with such opportunities of the Company or its affiliates, (iv) the existence and all of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and Executive shall not at any time before or within one (vii1) year after Executive’s employment by the terms Company is terminated for any reason, or Executive resigns for any reason, willfully use or disclose or divulge any information relating to any such corporate opportunities to or for the benefit of Executive or any other Person (as defined below) except (i) with the prior written consent of the Company, (ii) to the extent necessary to comply with applicable law or the valid order of a court of competent jurisdiction, in which event Executive shall notify the Company as promptly as reasonably practicable (and, if possible, prior to making such disclosure) and conditions (iii) in the performance of Executive’s duties hereunder. The foregoing provisions of this AgreementSection 3(b) shall not apply to any information or data which has been previously disclosed to the public or is otherwise in the public domain in each case other than as a result of the breach by Executive of his obligations under this Section 3(b). For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, other entity or “group” (as defined in the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentSecurities Exchange Act of 1934).

Confidential Information. For (a) The Executive acknowledges that the purposes information, observations and data (including trade secrets) obtained by him or her while employed by, or associated with, the Company concerning the business or affairs of this Agreement, the Company and/or its subsidiaries or affiliates (collectively “Confidential Information” shall mean any ”) are valuable, special and unique assets of the Company. Confidential Information will be interpreted as broadly as possible to include all non-public, proprietary or other confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is related to the Company’s and its subsidiaries’ and affiliates’ current or potential businesses. Confidential Information includes, without specific limitation, the confidential information, observations and data obtained by the Executive during the course of his or her employment concerning the business and affairs of the Company and its affiliates and information concerning acquisition opportunities in or reasonably related to the Company’s and its affiliates businesses or industries of which the Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he or she shall not, during his or her employment with the Company, or during the Restricted Period, disclose to any unauthorized person or use for any person’s account (other than the Company’s account) such Confidential Information without the Company’s prior written consent, unless and to the extent that any Confidential Information (i) becomes known to and available for use by the public other than as a result of the Executive’s acts or omissions to act; (ii) was or becomes available to the Executive on a non-confidential basis from a third party, that, to the Executive’s knowledge, was not and is not in violation of any obligation of confidentiality owed to the Company or its affiliates disclosed otherwise prohibited from transmitting the information to youthe Executive by a contractual, legal or fiduciary duty, (iii) was known by the Executive prior to which you have accessemployment with the Company, or (iv) is required to be disclosed pursuant to any applicable law or court order (provided that the Executive shall give prompt advance written notice of which you otherwise become awaresuch requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment). Nothing in this Section 8(a) is intended to prevent the Executive from using or disclosing Confidential Information in the performance of the Executive’s duties on behalf of the Company. The Executive agrees to deliver to the Company at the termination of the Employment Period, or at any time the Company may reasonably request in each case writing within twelve (12) months from the Termination Date, all memoranda, notes, plans, records, reports, studies and other documents, whether in oralpaper or electronic form (and copies thereof), written, graphic or machine readable form, relating to the business of the Company (including, without limitation, all Confidential Information or Work Product (as defined below) that he or she may then possess or have under his or her control. The Executive agrees to give the Company reasonable access to and to allow the Company to inspect any computer or electronic device (including the right to copy Company information contained therein) that the Company reasonably believes contains Confidential Information, regardless of whether such computer or device is owned by the Company. However, the Executive may require that any access or inspection by the Company with respect to a computer or electronic device that is not owned by the Company be performed by a mutually agreed to independent third party who agrees in writing, in a form reasonably acceptable to the Company and the Executive, to not disclose (whether to the Company or otherwise) or use any confidential information of the Executive. (b) The Executive shall not use or disclose any confidential information or trade secrets, if any, of any former employers or any other person to whom the Executive has an obligation of confidentiality, and shall not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom the Executive has an obligation of confidentiality unless consented to in writing by the former employer or person. The Executive shall use in the performance of his duties only information that is (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs generally known and used by persons with training and experience comparable to the like, Executive’s and any other intellectual property the value of which that is contingent upon maintaining the confidentiality thereof, (ii) information regarding common knowledge in the business of the Company industry or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding is otherwise legally in the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliatespublic domain, (iv) otherwise provided or developed by the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third partyCompany, (v) all documents and otherwise usable by the Executive without violation or breach of any law, rule, regulation or any agreement with any other work product generated by you which contain, comment uponperson, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party in the case of materials, property or information held belonging to any former employer or other person to whom the Executive has an obligation of confidentiality, approved for such use in confidence writing by such former employer or person. If at any time during his or her employment with the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this AgreementCompany, the Confidential Information Executive believes he or she is being asked to engage in work that will, or will be likely to, jeopardize any confidentiality or other obligations the Executive may have to former employers, the Executive shall not include and your obligation shall not extend to (i) information which is generally available to immediately advise the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive’s Supervisor so that the Executive’s duties can be modified appropriately.

Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (a) The Executive agrees (i) know-howthat all Confidential Information is confidential and is the property of the Company, trade secrets(ii) not to disclose or give possession of any Confidential Information to any person except authorized representatives of the Company, inventions(iii) not to directly or indirectly use any Confidential Information (A) to compete against the Company, discoveriesor (B) for the Executive's own benefit or for the benefit of any person other than the Company, conceptsand (iv) to promptly return to the Company following the termination of the Executive's employment, informationat the Company's main office, worksall Confidential Information and other property of the Company, materialsincluding but not limited to, processescomputers, methodscomputer disks, dataelectronic data without regard to the means of storage, softwarecredit cards, programsidentification cards, apparatusbadges, designs and the likekeys, and any other intellectual physical or personal property belonging to the value Company, and any copies, duplicates, reproductions or excerpts of which is contingent upon maintaining any of the confidentiality thereofforegoing, even if down loaded or copied to the Executive's personal computer, personal data assistant or other mechanism used for storing information. This Section 6 shall not preclude the Executive from disclosure or use of information known generally in the public domain other than through a breach of this Agreement or from disclosure required by law or court order. (iib) The Executive understands, acknowledges and agrees that, during the course of his employment with the Company, he gained and will continue to gain, as a key employee of the Company, substantial information regarding the business and competitive knowledge of and familiarity with Confidential Information of the Company and that if the Confidential Information were disclosed or its affiliatesthe Executive engaged in competition against the Company, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company would suffer irreparable damage and injury. The Confidential Information derives substantial economic value, among other reasons, from not being known or readily ascertainable by proper means by others who could obtain economic value from its affiliates, (iii) information regarding disclosure. The Executive acknowledges and agrees that the skills and compensation Company uses reasonable means to maintain the secrecy of the employees, contractors, and any other service providers of the Company or its affiliates, Confidential Information. (ivc) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the term "Confidential Information shall Information" means any and all (a) materials, records, data, documents, writings and information (whether printed, computerized, on disk or otherwise) relating or referring in any manner to the business, operations, affairs, policies, strategies, techniques, products, product developments or customers of the Company which are not include and your obligation shall not extend to (i) information which is generally known or available to the business, trade or industry of the Company or individuals who work therein or which are not otherwise in the public domain, in either case not through a breach of this Agreement, and (iib) information obtained by you other than pursuant to trade secrets of the Company (as defined in Indiana Code 24-2-3-2, as amended, or in connection with your employmentany successor statute).

Confidential Information. For (a) Except as may be permitted in accordance with Section 3.6 below, during the purposes course of your employment with the Corporation or any Affiliate and continuing thereafter, you will maintain in secrecy all Confidential Information of the Corporation and its Affiliates and will not, either directly or indirectly, at any time, while an employee of the Corporation or any Affiliate or thereafter, make known, divulge, reveal, furnish, make available, disclose, appropriate or use (except for use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the written consent of the Corporation. Upon the Termination Date, or any time the Corporation makes a request, you will deliver promptly to the Corporation all Confidential Information and all copies of Confidential Information, or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information and, to the extent any Confidential Information is stored on any PDA or personal computer, cloud, email account or other storage device, you will fully cooperate with the Corporation or its Affiliates to return and permanently delete all such Confidential Information from such devices. Upon the Corporation’s request, you agree to provide access to any such device(s) to the Corporation or a third-party vendor selected by the Corporation to assist with such identification and removal of Confidential Information and Corporation material in a manner that includes steps to protect your personal information. Upon the Corporation’s request at any time, you will certify in writing to the Corporation that no Confidential Information or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information, remains in your possession or control. You also agree that this Agreementobligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles. (b) As used herein, “Confidential Information” shall mean any and all non-public, proprietary means the information you have been given or other confidential information of the Company or its affiliates disclosed to you, to which you have accessaccess or become informed of, directly or indirectly, which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws, of which you otherwise become awarethe Corporation or its Affiliates, in each case whether in oral, written, graphic or machine readable form, including, including without limitation, non- public: (i) know-howplanning data and marketing strategies, trade secretsincluding marketing ideas, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likemailing lists, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, sales and marketing plans; (ii) information regarding the business terms of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing any new products and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, investment strategies; (iii) information regarding the skills relating to other officers and compensation employees of the employeesCorporation or its Affiliates, contractorsincluding personal information, social security numbers, medical information, addresses, and any other service providers of the Company or its affiliates, telephone numbers; (iv) financial results and information about the existence business condition of any business discussions, negotiations, or agreements between the Company Corporation or its affiliates Affiliates, including results and any third partydata about Corporation conditions, operations, strategies and plans, pending projects and proposals, and potential acquisitions or divestitures; (v) all documents and terms of any investment, management or advisory agreement or other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, material contract; (vi) all third-party proprietary software and other product or technical information, including product formulations, new product ideas, new business developments, plans, designs, compilations, methods, processes, procedures, program devices, data or market information held in confidence by the Company or its affiliatesprocessing programs, hardware firmware, research and development products, and related documents and information; (vii) customer and potential customer information, including client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects); and (viii) material information or internal analyses concerning customers or customer prospects of the terms and conditions of this AgreementCorporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans. For purposes of this Agreement, the Confidential Information shall does not include and your obligation shall not extend to information which: (i) information which is was or becomes generally available to the public and other than as a result of disclosure by you or any of your agents, advisors or representatives or the wrongdoing of a third party; (ii) was within your possession prior to its being furnished to you by or on behalf of the Corporation or its Affiliates, provided that the source of the information obtained was not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation or otherwise wrongfully came into possession of such information; or (iii) was or becomes available to you on a non-confidential basis from a source other than pursuant the Corporation or its Affiliates, provided that such source is not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or in connection with your employmentfiduciary obligation or otherwise wrongfully came into possession of such information.

Confidential Information. For The Company (and, if applicable, its predecessors) shall provide Executive with, and Executive shall become acquainted with, information related to the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howbusiness affairs, trade secrets, inventionsand other matters of the Company and its subsidiaries which is of a proprietary or confidential nature, discoveriesincluding but not limited to the operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value “Confidential Information”) concerning the business of which the Company, its predecessors and their respective subsidiaries. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereofCompany 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) information regarding the business Executive is required by order of a court of competent jurisdiction (by subpoena or similar process), governmental agency, or similar tribunal, 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use by the skills hotel and compensation hospitality industry (the “Hotel Industry”), other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, Hotel Industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public and (ii) information obtained Hotel Industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company or any of its subsidiaries. At such time as Executive shall cease to be employed by you other than the Company, or if the Company terminates the Agreement pursuant to Paragraph 18, Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or in connection with your employmentcreated by him.

Confidential Information. For (a) Executive shall, during the purposes Term and for a period of this Agreementfive years thereafter, “hold in a fiduciary capacity for the benefit of the Company all confidential or proprietary information relating to or concerned with the Company and its affiliates or their products, prospective products, operations, business and affairs ("Confidential Information” "), and he shall mean not, at any and all non-publictime hereafter, proprietary use or disclose any Confidential Information to any Person other confidential information of than to the Company or its affiliates disclosed to youdesignees or except as may otherwise be required in connection with the business and affairs of the Company, to which you have access, or and in furtherance of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, the foregoing Executive agrees that: (i) know-howExecutive will receive, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs maintain and hold Confidential Information in strict confidence and will use the like, and any other intellectual property the value same level of which is contingent upon maintaining the confidentiality thereof, care in safeguarding it that he uses with his own confidential material of a similar nature; (ii) information regarding Executive will take all such steps as may be reasonably necessary to prevent the business disclosure of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, Confidential Information; and (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Executive will not utilize Confidential Information shall not include and your obligation without first having obtained the Company's written consent to such utilization. (b) The commitments set forth in Section 9(a) shall not extend to (i) information which any portion of Confidential Information that is generally available to the public or that, hereafter, through no act or omission on the part of the Executive, becomes information generally available to the public. (c) At any time upon written request by the Company (i) the Confidential Information, including any copies, shall be returned to the Company, and (ii) information obtained all documents, drawings, specifications, computer software, and any other material whatsoever in the possession of the Executive that relates to such Confidential Information, including all copies and/or any other form of reproduction and/or description thereof made by you Executive shall, at the Company's option, be returned to the Company or destroyed. (d) In the event that Executive becomes legally compelled (by deposition, interrogatory, request of documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, Executive shall provide the Company with prompt prior written notice of such requirement so that it may seek a protective order or other than pursuant appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company waives compliance with the provisions hereof, Executive agrees to or furnish only such portion of the Confidential Information that is legally required to be furnished as determined by Executive's outside counsel in connection with your employmenta written opinion letter.

Confidential Information. For The Employee hereby agrees that, ------------------------ except as otherwise required in the purposes course of this Agreementhis performance of any duties he may have as an employee of the Company, “Confidential Information” during the period commencing on the date hereof and ending on the second anniversary of the date on which the Employee's employment is terminated: (a) Neither the Employee nor any company or organization in which the Employee has a direct or indirect financial interest will directly or indirectly own, manage, operate, join, control or participate in the ownership, management, operation or control of or be connected in any manner with, any business conducted under any corporate or trade name of the Company or name similar thereto without the prior written consent of the Company; and (b) The Employee shall mean hold in confidence and not directly or indirectly disclose to anyone or use or otherwise appropriate for the Employee's own benefit (i) any pricing information, marketing information or sales technique of the Company, or any subsidiary of the Company, or (ii) any other of the following confidential information or documents of or relating to the Company or any subsidiary of the Company: confidential records, computer software programs, client and all non-publiccustomer lists, proprietary terms of license or other confidential franchise agreements, terms of contracts with clients and customers, and planning and financial information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business subsidiary of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreementcollectively, the "Confidential Information Data"). Notwithstanding the foregoing, Confidential Data shall not include and your obligation shall not extend any information of the type specified above to (i) the extent that such materials or information which is have become generally available to the public by the act of one who has the right to disclose such information without violating any right of the Company to which such information pertains. The Employee hereby acknowledges and (ii) information obtained by you other than agrees that the prohibitions against disclosure of Confidential Data recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or any subsidiary of the Company may have pursuant to the laws of any jurisdiction or at common law to prevent the disclosure of trade secrets, and the enforcement by any such corporation of its rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies that it may possess in connection with your employmentlaw or equity in the absence of this Agreement.

Confidential Information. For The Distributor covenants with the purposes Company: (a) to keep all Confidential Information to which access is granted to or obtained by it in strictest confidence and not to disclose or permit disclosure of this Agreementall or any portion of the Confidential Information to any person, “Confidential Information” shall mean any and all non-publicfirm, proprietary corporation, business or other confidential entity, except as otherwise expressly permitted by this Agreement or with the prior written authorization of the Company; (b) without prejudice to the generality of subsection 12.2(a), to exercise a degree of care in protecting the confidentiality of the Confidential Information that is at least equivalent to that which the Distributor uses to protect its own information of like sensitivity and importance; (c) not to use all or any portion of the Confidential Information in any way which may be reasonably considered as detrimental to the business operations of the Company; (d) not to use all or any portion of the Confidential Information for any purpose other than as expressly authorized by this Agreement or in writing by the Company; (e) not to copy or otherwise reproduce or duplicate all or any portion of the Confidential Information without the prior written authorization of the Company, which authorization may be unreasonably withheld; (f) to permit access to the Confidential Information only to such of its directors, officers, employees and agents as need such Confidential Information for the proper use thereof or for the fulfilment of their regular duties with the Distributor; (g) not to permit any director, officer, employee, agent or representative of any nominee corporation for them or any other party receiving Confidential Information on their behalf to disclose or permit disclosure of such information to any person, firm, corporation, business or other entity for any purpose, except as expressly authorized by this agreement or in writing by the Company; (h) to promptly advise the Company in writing if any unauthorized use or its affiliates disclosed disclosure or any anticipated use or disclosure of all or any portion of the Confidential Information comes the Distributor's attention and to you, take all reasonable steps to which you have access, stop such unauthorized or of which you otherwise become aware, in each case whether in oral, written, graphic anticipated use or machine readable form, including, without limitation, disclosure; and (i) know-howto promptly return all Confidential Information, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and together with any other intellectual property the value of which is contingent upon maintaining the confidentiality copies thereof, (ii) information regarding the business of to the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentupon demand.

Confidential Information. For The Company and the purposes Executive covenant and agree that: (a) The Company will provide the Executive Confidential Information (as defined below) to permit the Executive to perform the Executive’s duties on behalf of the Company and its affiliates, which will include, among other things, generating additional Confidential Information on behalf of the Company and its affiliates. (b) Except as may be required by the lawful order of a court or agency of competent jurisdiction, except as necessary to carry out his duties to the Company and its affiliates, or except to the extent that the Executive has express authorization from the Company, the Executive agrees to keep secret and confidential, all Confidential Information (as defined below), and not to disclose the same, either directly or indirectly, to any other person, firm, or business entity, or to use it in any way during the Agreement Term and at all times thereafter, provided, however, if the jurisdiction in which the Company seeks to enforce the confidentiality obligation will not enforce a confidentiality obligation of indefinite duration, then the provisions in this AgreementAgreement restricting the disclosure and use of Confidential Information shall survive for a period of five (5) years following the Executive’s Termination Date; provided, “however, that trade secrets shall remain confidential indefinitely . (c) To the extent that any court or agency seeks to have the Executive disclose Confidential Information” , he shall mean any promptly inform the Company, and all non-publiche shall take such reasonable steps to prevent disclosure of Confidential Information until the Company has been informed of such requested disclosure, proprietary and the Company has an opportunity to respond to such court or other confidential agency. To the extent that the Executive generates or obtains information on behalf of the Company or any of its affiliates disclosed that may be subject to youattorney-client privilege as to the Company’s attorneys, the Executive shall take reasonable steps to which you have access, or maintain the confidentiality of which you otherwise become awaresuch information and to preserve such privilege. (d) Nothing in the foregoing provisions of this paragraph 10 shall be construed so as to prevent the Executive from using, in each case whether in oral, written, graphic connection with his employment for himself or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any an employer other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of than the Company or its any of the affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or knowledge which was acquired by him during the course of his employment with the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and which is generally known to persons of his experience in other companies in the same industry. (viie) the terms and conditions of this Agreement. For purposes of this Agreement, the term “Confidential Information” shall include all non-public information (including, without limitation, information regarding litigation and pending litigation, trade secrets, proprietary information, or confidential or proprietary methods) concerning the Company and its affiliates (and their customers) which was generated or acquired by or disclosed to the Executive during the course of his employment with the Company, or during the course of his consultation with the Company following the Termination Date. (f) This paragraph 10 shall not be construed to unreasonably restrict the Executive’s ability to disclose Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in a court proceeding in connection with your employmentthe assertion of, or defense against any claim of breach of this Agreement. If there is a dispute between the Company and the Executive as to whether information may be disclosed in accordance with this subparagraph (f), the matter shall be submitted to the court for decision.

Confidential Information. For (a) Employee acknowledges that the purposes of this AgreementCompany and its affiliates have trade, business and financial secrets and other confidential and proprietary information (collectively, the “Confidential Information” shall mean any ”) and all non-public, proprietary or other confidential information that during the course of Employee’s employment with the Company he has received, shall receive or its affiliates disclosed shall contribute to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, the Confidential Information. Confidential Information includes technical information, worksprocesses and compilations of information, materialsrecords, processes, methods, data, software, programs, apparatus, designs specifications and the likeinformation concerning assets, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business methods of the Company or its affiliatesdoing business. As defined herein, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which that is publicly and generally available known to other persons or entities who can obtain economic value from its disclosure or use; provided that, such information has not been made publicly and generally known by Employee in violation of this Agreement or, to the public knowledge of Employee, by others in violation of comparable agreements, and (ii) information obtained required to be disclosed by you Employee pursuant to a subpoena or court order, or pursuant to a requirement of a governmental agency or law of the United States of America or a state thereof or any governmental or political subdivision thereof; provided, however, that Employee shall take all reasonable steps to prohibit disclosure pursuant to clause (ii) above. (b) During and following Employee’s employment by the Company, Employee agrees (i) to hold such Confidential Information in confidence and (ii) not to release such information to any person (other than pursuant Company employees and other persons to whom the Company has authorized Employee to disclose such information and then only to the extent that such Company employees and other persons authorized by the Company have a need for such knowledge). Employee agrees to use reasonable efforts to give the Company notice 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 at least five days before disclosure or in connection with your employmentwithin one business day after Employee is informed that such disclosure is being or shall be compelled, whichever is earlier. Such written notice shall include a description of the information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure. (c) Employee further agrees not to use any Confidential Information for the benefit of any person or entity other than the Company.

Confidential Information. For (a) I agree that I have had access to the purposes Company’s Confidential Information, as defined herein, that said Confidential Information is valuable to the Company, and that the unauthorized release of this Agreementthat information would cause serious damage to the Company. I therefore agree to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Company, any Confidential Information of the Company. I understand that “Confidential Information” shall mean means any and all non-public, proprietary or other confidential information of the Company Company’s proprietary information, technical data, trade secrets or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secretsincluding, but not limited to, business plans, financial analyses, specifications, programming, flow charts, data, compilations of data, research, product plans, products, services, client lists, markets, software, developments, inventions, discoveries, concepts, information, works, materials, processes, methodsformulas, datatechnology, softwaremarketing, programsfinances, apparatusbusiness plans, designs or other business information disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or observation. I acknowledge that such Confidential Information is a valuable and unique asset of the likeCompany and I covenant that I will not, unless expressly authorized in writing by the Company, at any time during the course of my engagement by the Company, use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except (A) in connection with the performance of my duties for and on behalf of the Company and in a manner consistent with the Company’s policies regarding Confidential Information; (B) as necessary to enforce the terms of my employment agreement or any other intellectual property agreement between the value Company and me; or (C) except when required to do so by a court of which is contingent upon maintaining the confidentiality thereoflaw, (ii) information regarding by any governmental agency having supervisory authority over the business of the Company or its affiliatesby any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order me to divulge, including its productsdisclose or make accessible such information. In the event that I am required by law to disclose any Confidential Information, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by I will give the Company or its affiliates, (iii) information regarding the skills prompt advance written notice thereof and compensation of the employees, contractors, and any other service providers of will provide the Company or its affiliates, (iv) with reasonable assistance in obtaining an order to protect the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementConfidential Information from public disclosure. For purposes the avoidance of this Agreementdoubt, the Confidential Information shall not include and your obligation shall not extend to any information that (i) information which is or becomes generally available to the public and other than as a result of an unauthorized disclosure by me, (ii) information obtained has been independently developed by you other than pursuant me or others without the use or reference to Confidential Information, (iii) otherwise enters the public domain through lawful means, (iv) I received from a third party outside of the Company that was disclosed without a breach of any confidentiality obligation to the Company, (v) Company approved for release by written authorization, or in connection with your employment(vi) is generally applicable business or industry know-how or acumen of mine which does not embody and is not predicated upon Confidential Information.

Confidential Information. For (i) Subject to Section 3(a)(v) and Section 3(d), Participant will not at any time (A) retain or use for the benefit, purposes or account of this Agreement, “Confidential Information” shall mean Participant or any and all non-public, proprietary or other confidential information person outside of the Company Group, or its affiliates in any manner adverse to the interests of the Company Group, any Confidential Information; or (B) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outside of the Company Group any Confidential Information (other than in performance of Participant’s duties during Participant’s employment and/or service with the Company Group and pursuant to customary industry practice), without the prior written authorization of the Board of Directors of the Company. Participant will take all action reasonably necessary to protect the Confidential Information from being disclosed to youanyone other than persons authorized by the Company Group. (ii) Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Section 3, the term “family” refers to Participant, Participant’s spouse, children, parents and spouse’s parents) and advisors, the existence or contents of this Appendix; provided that Participant may disclose to any prospective future employer the provisions of this Section 3. This Section 3(a)(ii) shall terminate if a member of the Company Group publicly discloses a copy of this Appendix (or, if a member of the Company Group publicly discloses summaries or excerpts of this Appendix, to which you have accessthe extent so disclosed). (iii) All Confidential Information shall remain the sole and exclusive property of the applicable Company Group. To the extent that Participant acquires any right, title or interest in or to any Confidential Information, Participant hereby irrevocably assigns, transfers, conveys and delivers to the applicable member of which you otherwise become awarethe Company Group all such right, title and interest in each case whether in oraland to such Confidential Information. (iv) Upon termination of Participant’s employment with the Company Group for any or no reason, written, graphic Participant shall (A) cease and not thereafter commence use of any Confidential Information or machine readable form, including, Intellectual Property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by the Company Group; and (B) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including documents, memoranda, books, papers, plans, computer files, letters, email and computer disks or tapes, whether machine or user readable, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information. At the time Participant returns or destroys such copies of Confidential Information, Participant will acknowledge to the Company Group, in writing and under oath, that Participant has complied with the terms of this Appendix. (v) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) know-howin confidence to a Federal, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsState, or information prepared local government official, either directly or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiationsindirectly, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public an attorney; and (ii) information obtained solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Section 3 is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by you 18 U.S.C. § 1833(b). Accordingly, the parties to this Appendix have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other than pursuant to or in connection with your employmentproceeding, but only if the filing is made under seal and protected from public disclosure.

Confidential Information. For (a) Except as may be permitted in accordance with Section 3.6 below, during the purposes course of your employment with the Corporation or any Affiliate and continuing thereafter, you will maintain in secrecy all Confidential Information of the Corporation and its Affiliates and will not, either directly or indirectly, at any time, while an employee of the Corporation or any Affiliate or thereafter, make known, divulge, reveal, furnish, make available, disclose, appropriate or use (except for use in the regular course of your duties for the Corporation or its Affiliates) any Confidential Information (as defined below) without the written consent of the Corporation. Upon the Termination Date, or any time the Corporation makes a request, you will deliver promptly to the Corporation all Confidential Information and all copies of Confidential Information, or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information and, to the extent any Confidential Information is stored on any PDA or personal computer, cloud, email account or other storage device, you will fully cooperate with the Corporation or its Affiliates to return and permanently delete all such Confidential Information from such devices. Upon the Corporation’s request, you agree to provide access to any such device(s) to the Corporation or a third-party vendor selected by the Corporation to assist with such identification and removal of Confidential Information and Corporation material in a manner that includes steps to protect your personal information. Upon the Corporation’s request at any time, you will certify in writing to the Corporation that no Confidential Information or any analyses, compilations, summaries, studies, or other documents based, in whole or in part, upon the Confidential Information, remains in your possession or control. You also agree that this Agreementobligation is in addition to, and not in limitation or preemption of, all other obligations of confidentiality that you may have to the Corporation or its Affiliates under the Code of Conduct, Securities Trading Policy or other rules or policies governing the conduct of their respective businesses, or general or specific legal or equitable principles. (b) As used herein, “Confidential Information” shall mean any and all non-public, proprietary means the information you have been given or other confidential information of the Company or its affiliates disclosed to you, to which you have accessaccess or become informed of, directly or indirectly, which the Corporation or its Affiliates possess or have access and which relates to the Corporation or its Affiliates, is not generally known to the public or in the trade or is a competitive asset and/or otherwise constitutes a “trade secret,” as that term is defined by Applicable Laws, of which you otherwise become awarethe Corporation or its Affiliates, in each case whether in oral, written, graphic or machine readable form, including, including without limitation, non- public: (i) know-howplanning data and marketing strategies, trade secretsincluding marketing ideas, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likemailing lists, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, sales and marketing plans; (ii) information regarding the business terms of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing any new products and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, investment strategies; (iii) information regarding the skills relating to other officers and compensation employees of the employeesCorporation or its Affiliates, contractorsincluding personal information, social security numbers, medical information, addresses, and any other service providers of the Company or its affiliates, telephone numbers; (iv) financial results and information about the existence business condition of any business discussions, negotiations, or agreements between the Company Corporation or its affiliates Affiliates, including results and any third partydata about Corporation conditions, operations, strategies and plans, pending projects and proposals, and potential acquisitions or divestitures; (v) all documents and terms of any investment, management or advisory agreement or other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, material contract; (vi) all third-party proprietary software and other product or technical information, including product formulations, new product ideas, new business developments, plans, designs, compilations, methods, processes, procedures, program devices, data or market information held in confidence by the Company or its affiliatesprocessing programs, hardware firmware, research and development products, and related documents and information; (vii) customer and potential customer information, including client lists, prospecting lists, information about client accounts, pricing strategies, and current or proposed transactions and contact persons at such customers and customer prospects; and (viii) material information or internal analyses concerning customers or customer prospects of the terms and conditions of this AgreementCorporation or its Affiliates or their respective operations, condition (financial or otherwise) or plans. For purposes of this Agreement, the Confidential Information shall does not include and your obligation shall not extend to information which: (i) information which is was or becomes generally available to the public and other than as a result of disclosure by you or any of your agents, advisors or representatives or the wrongdoing of a third party; (ii) was within your possession prior to its being furnished to you by or on behalf of the Corporation or its Affiliates, provided that the source of the information obtained was not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or fiduciary obligation or otherwise wrongfully came into possession of such information; or (iii) was or becomes available to you on a non-confidential basis from a source other than pursuant the Corporation or its Affiliates, provided that such source is not bound by a confidentiality agreement with the Corporation or otherwise prohibited from transmitting the information to you by a contractual, legal or in connection with your employmentfiduciary obligation or otherwise wrongfully came into possession of such information.

Confidential Information. For (a) During the purposes term of this Agreement, the Company will provide to Executive certain confidential and proprietary information owned by the Company as more fully described below. Executive acknowledges that he occupies or will occupy a position of trust and confidence with the Company, and that the Company would be irreparably damaged if Executive were to breach the covenants set forth in this Section 3.1(a). Accordingly, Executive agrees that he will not, without the prior written consent of the Company, at any time during the term of this Agreement or any time thereafter, except as may be required by competent legal authority or as required by the Company to be disclosed in the course of performing Executive’s duties under this Agreement for the Company, use or disclose to any person, firm or other legal entity, any confidential records, secrets or information obtained by Executive during his employment hereunder related to the Company or any parent, subsidiary or affiliated person or entity (collectively, “Confidential Information” ”). Confidential Information shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, includinginclude, without limitation, information about the Company’s Inventions (i) as defined in Section 3.2(a)), customer lists and product pricing, data, know-how, formulae, processes, ideas, past, current and planned product development, market studies, computer software and programs, database and network technologies, strategic planning and risk management. Executive acknowledges and agrees that all Confidential Information of the Company and/or its affiliates will be received in confidence and as a fiduciary of the Company. Executive will exercise utmost diligence to protect and guard the Confidential Information. (b) Executive agrees that he will not, without the express written consent of the Board, take with him upon the termination of this Agreement, any document or paper, or any photocopy or reproduction or duplication thereof, relating to any Confidential Information. (c) Executive agrees that he will, upon the termination of his employment, return all the Company’s property including but not limited to vehicles leased or owned by the Company, mobile telephone, fuel card, personal computer, all documents, working papers, information whether stored on computer disc or otherwise, and all other records relating to the Company and its business. Executive agrees that he will confirm in writing that he has complied with this clause, if requested to do so by the Company, within seven (7) days of receipt of such a request. (d) Executive agrees that, while Executive is employed with the Company, he will not, either directly or indirectly, have an interest in any business (whether as manager, operator, licensor, licensee, partner, 5% or greater equity holder, employee, consultant, director, advisor or otherwise) competitive with the Company or any of its business activities or solicit individuals or other entities that are customers or competitors of the Company. Executive further agrees that, for a period of twenty-four (24) months after the date of termination of this Agreement (the “Restricted Period”), Executive shall not use the Company’s trade secrets, inventionseither directly or indirectly, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and to compete in any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding way with the business of the Company and will not solicit individuals or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, entities that are customers or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers competitors of the Company or its affiliates, (iv) during the existence six-month period immediately prior to the date of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions termination of this Agreement, to terminate or change their contracts or business relations with the Company. Executive also agrees that, for the Restricted Period, he will not, either directly or indirectly, solicit any employee of the Company to terminate such employee’s employment with the Company. (e) For purposes of this AgreementSection 3.1, “the Confidential Information Company” shall not include and your obligation shall not extend to (i) information any of its parents, subsidiaries or any other entity in which is generally available to the public and (ii) information obtained by you other than pursuant to it holds a 50% or in connection with your employmentgreater equity interest.

Confidential Information. (a) For two years after the purposes Closing, Sellers and their respective Affiliates shall not, directly or indirectly, disclose to any Person any information not in the public domain or generally known in the industry, in any form, whether acquired prior to or after the Closing Date, relating to the business, management or operations of the TGE Entities prior to the Closing Date. (b) Notwithstanding the foregoing, Sellers and their respective Affiliates and any of their respective Representatives may disclose or use any information relating to the business, management or operations of the TGE Entities: (i) if required by Law, including any applicable stock exchange rule or requirement of the SEC, except that the disclosing Party shall (x) if legally permissible, prior to making any such disclosure, seek a protective order or other relief from the requirement to disclose such information and (y) if it is legally impermissible to seek such relief or if no such relief is granted, disclose only such information as is legally required to be disclosed; (ii) if such disclosure is to another Person and, at the time such information is provided, such other Person is already in the possession of such information and is bound by confidentiality obligations with respect to such information that are at least as stringent (including, for the avoidance of doubt, with respect to the time period of such confidentiality obligations) as those contained in this AgreementAgreement and any other Transaction Documents; (iii) if such disclosure is to a Representative of any Seller or any Affiliate of any Seller that agrees to keep such disclosure confidential; or (iv) if the use, “Confidential Information” shall mean private disclosure in the ordinary course of business, or public disclosure of such information is solely undertaken by the TGE Entities and, in each case, such information solely relates to the business and operations of the TGE Entities and not of Sellers, their Affiliates or their respective businesses or operations. (c) Nothing in this Agreement will prevent any and all non-publicindividual from: (i) lawfully initiating communications directly with, proprietary cooperating with, providing information to, causing information to be provided to, or otherwise assisting in an investigation by the SEC or any other Governmental Authority regarding a possible violation of any Law; (ii) responding to any inquiry or legal process directed to an individual from any Governmental Authority; (iii) testifying, participating or otherwise assisting in a Proceeding by any Governmental Authority relating to a possible violation of Law, including providing documents or other confidential information to Governmental Authorities; or (iv) receiving an award for information provided to the SEC or another Governmental Authority. No individual will be required to obtain prior authorization from Acquirors, Sellers or any of their respective Affiliates before engaging in any of the Company or its affiliates disclosed to you, to which you have accessconduct described in the first sentence of this Section 6.7(c), or to notify Acquirors, Sellers or their respective Affiliates of which you otherwise become awarehaving engaged in any such conduct. (d) For the avoidance of doubt, nothing in each case whether in oralthis Section 6.7 is intended to, writtennor does it, graphic or machine readable form, modify any confidentiality provisions (including, without limitationfor the avoidance of doubt, (iany qualifications and exceptions thereto) know-howcontained in any agreement between any of the TGE Entities, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and on the likeone hand, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company Seller or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence Affiliate of any business discussionsSeller, negotiations, or agreements between on the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmenthand.

Confidential Information. For Executive acknowledges that the purposes of this Agreementinformation, “Confidential Information” shall mean observations and data obtained by him while employed by Holding, the Company or any and all non-public, proprietary or other confidential information member of the Company Group (whether prior to or its affiliates disclosed during the Employment Period) concerning the business or affairs of any member of the Company Group ("Confidential Information") are the property of Holding, the Company or such other member of the Company Group. Therefore, Executive agrees that he shall not disclose to youany unauthorized Person or use for his own account any Confidential Information without the prior written consent of the Board of Holding, unless and to which you have accessthe extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive's acts or omissions to act. Executive shall deliver to Holding at the termination of Executive's employment, or at any other time Holding may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined below) and the business of the Company Group which you otherwise become aware, he may then possess or have under his control. Executive acknowledges that (a) the Confidential Information is commercially and competitively valuable to the Company Group; (b) the unauthorized use or disclosure of the Confidential Information would cause irreparable harm to the Company Group; (c) Holding and the Company have taken and are taking all reasonable measures to protect their legitimate interest in each case whether in oral, written, graphic or machine readable formthe Confidential Information, including, without limitation, affirmative action to safeguard the confidentiality of such Confidential Information; (id) know-howthe restrictions on the activities in which Executive may engage set forth in this Agreement, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likeperiods of time for which such restrictions apply, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of are reasonably necessary in order to protect the Company Group's legitimate interests in its Confidential Information; and (e) nothing herein shall prohibit Holding or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company from pursuing any remedies, whether in law or its affiliatesequity, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of available to Holding or the Company for breach or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes threatened breach of this Agreement, including the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentrecovery of damages from Executive.

Confidential Information. For a. The Executive acknowledges that the purposes of this Agreementinformation, observations and data, including trade secrets, obtained by the Executive while employed or retained by the Company and its controlled affiliates concerning their business and affairs (collectively, “Confidential Information” ”) are the property of those entities. Therefore, the Executive agrees that, except as required by law, court order, an arbitrator, a mediator or by other legal process, including, but not limited to, depositions, interrogatories, court testimony, arbitration, and the like, and except in connection with any litigation, arbitration or mediation involving the Employment Agreement (including the Exhibits thereto), including the enforcement of the Employment Agreement (including the Exhibits thereto), the Executive shall mean not at any time disclose to any unauthorized person or use for his own purposes any Confidential Information without the prior written consent of the Company’s Board of Directors (which may delegate to an authorized officer authority to give such consent), unless and all non-publicto the extent that: (i) the Confidential Information becomes generally known to and available for use by the public or generally known in the industry other than as a result of the Executive’s acts or omissions, proprietary (ii) the Executive discloses or other confidential uses such information in the performance of his duties as an employee and an officer of the Company (including services to its controlled affiliates) in the ordinary course of business, or (iii) the Executive discloses such information to third parties with whom the Company or its affiliates disclosed have entered into a non-disclosure agreement and such disclosure is made in the ordinary course performance of the Executive’s duties and responsibilities to you, the Company and its affiliates. The Executive shall deliver to which you have accessthe Company promptly following the termination of his employment, or at any other time the Company may reasonably request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying the Confidential Information or Work Product (as defined below) which the Executive may then possess or control, provided that the Executive may retain (i) papers and other materials of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable forma personal nature, including, without limitationbut not limited to, (i) know-howphotographs, trade secretscorrespondence, inventionspersonal diaries, discoveriescalendars and rolodexes, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs personal files and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofphone books, (ii) information regarding the business of the Company showing his compensation or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatesreimbursement of expenses, (iii) information regarding that the skills Executive reasonably believes may be needed for tax purposes and compensation (iv) copies of plans, programs and agreements relating to his or her employment, or termination thereof, with the employeesCompany. Notwithstanding the foregoing or anything in this Agreement to the contrary, contractorsConfidential Information or Work Product shall not include: any information in the Executive’s possession or known to the Executive prior to employment with the Company, including but not limited to information that is located on the Executive’s rolodex (whether paper or electronic), any information that is generally known in the industry or in the public domain, or any information that becomes generally known in the industry or in the public domain through no wrongful act on the Executive’s part. b. The Executive represents and warrants to the Company that, to the best of his knowledge, the Executive has nothing that contains any other service providers material information which belongs to any former employer that the Executive is not entitled to have or use for the benefit of the Company or and its controlled affiliates, (iv) . If at any time the existence of any business discussions, negotiations, or agreements between Executive discovers that the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate foregoing statement is incorrect in any way material respect, the Executive shall promptly return any such materials to the Executive’s former employer or obtain any necessary consents. The Executive understands that Company does not want any such materials, and that the Executive will not be permitted to use or refer to any information disclosed by such materials in the Company or its affiliates, (vi) all third-party information held in confidence by performance of the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive’s duties.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of his employment with the Company or (and, if applicable, its affiliates disclosed predecessors), he has been allowed to youbecome, and will continue to which you have accessbe allowed to become, or of which you otherwise become awareacquainted with the Company’s business affairs, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company’s and its affiliates’ and predecessors’ operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value “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 which his duties. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereof, 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 the Company’s industry (the “regenerative medicine industry”), other than as a result of any action or inaction by Executive; or (iv) such information regarding the business has been rightfully received by a member of the regenerative medicine industry or has been published in a form generally available to regenerative medicine industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company or its affiliatesall Confidential Information, including its productspapers, servicesdocuments, budgetswritings, contractselectronically stored information, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesother property, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation copies of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant them provided to or in connection created by him during the course of his employment with your employmentthe Company.

Confidential Information. For (a) The Executive acknowledges that the purposes of this Agreement, “Company and its Affiliates continually develop Confidential Information” shall mean any , that the Executive may develop Confidential Information for the Company or its Affiliates and that the Executive may learn of Confidential Information during the course of employment. The Executive agrees that all non-public, proprietary Confidential Information which the Executive creates or to which he has access as a result of his employment or other confidential information associations with the Company or any of its Affiliates is and shall remain the sole and exclusive property of the Company or its affiliates disclosed Affiliate, as applicable. The Executive shall comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to you, any Person (except as required by applicable law or for the proper performance of his duties and responsibilities to which you have accessthe Company and its Affiliates), or use for his own benefit or gain or the benefit or gain of which you otherwise become awareany other Person, in each case whether in oralany Confidential Information obtained by the Executive incident to his employment or any other association with the Company or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, writtenregardless of the reason for such termination. Further, graphic the Executive agrees to furnish prompt notice to the Company of any required disclosure of Confidential Information sought pursuant to subpoena, court order or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likeany other legal process or requirement, and agrees to provide the Company a reasonable opportunity to seek protection of the Confidential Information prior to any such disclosure. (b) All documents, records, tapes and other intellectual property media of every kind and description relating to the value of which is contingent upon maintaining the confidentiality thereofbusiness, (ii) information regarding the business present or otherwise, of the Company or any of its affiliatesAffiliates and any copies or derivatives (including without limitation electronic), including in whole or in part, thereof (the “Documents”), whether or not prepared by the Executive, shall be the sole and exclusive property of the Company and its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed Affiliates. Except as required for or by the proper performance of the Executive’s regular duties for the Company or as expressly authorized in writing in advance by the Board or its affiliatesexpressly authorized designee, (iii) information regarding the skills and compensation Executive will not copy any Documents or remove any Documents or copies or derivatives thereof from the premises of the employees, contractorsCompany. The Executive shall safeguard all Documents and shall surrender to the Company at the time his employment terminates, and any at such earlier time or times as the Board or its designee may specify, all Documents and other service providers property of the Company or any of its affiliatesAffiliates and all documents, (iv) records and files of the existence of any business discussions, negotiations, or agreements between customers and other Persons with whom the Company or any of its affiliates Affiliates does business (“Third Party Documents,” and each individually a “Third Party Document”) then in the Executive’s possession or control; provided, however, that if a Document or Third-Party Document is on electronic media, the Executive may, in lieu of surrendering the Document or Third-Party Document, provide a copy to the Company on electronic media and delete and overwrite all other electronic media copies thereof. The Executive also agrees that, upon request of any third partyduly authorized officer of the Company, (v) the Executive shall disclose all documents passwords and other work product generated by you which contain, comment upon, passcodes necessary or relate in any way desirable to any information disclosed by enable the Company or any of its affiliates, (vi) all third-party information held in confidence by Affiliates or the Persons with whom the Company or any of its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend Affiliates do business to (i) information which is generally available obtain access to the public Documents and (ii) information obtained by you other than pursuant to or in connection with your employmentThird-Party Documents.

Confidential Information. For (a) Executive acknowledges that the purposes of this Agreementinformation, “Confidential Information” shall mean any observations and all non-public, proprietary data (including trade secrets) obtained by him while employed by the Company concerning the business or other confidential information affairs of the Company or any of its affiliates disclosed (“Confidential Information”) are the property of the Company or such affiliate. Therefore, except in the course of Executive’s duties to youthe Company or as may be compelled by law or appropriate legal process, Executive agrees that he shall not disclose to which you have accessany person or entity or use for his own purposes any Confidential Information or any confidential or proprietary information of other persons or entities in the possession of the Company and its affiliates (“Third Party Information”), without the prior written consent of the Board, unless and to the extent that the Confidential Information or Third Parry Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions. Except in the course of Executive’s duties to the Company or as may be compelled by law or appropriate legal process, Executive will not, during his employment by the Company, or of which you otherwise become awarepermanently thereafter, in each case whether in oraldirectly or indirectly use, writtendivulge, graphic disseminate, disclose, lecture upon, or machine readable form, includingpublish any Confidential Information, without limitationhaving first obtained written permission from the Board to do so. Executive shall deliver to the Company at the termination or expiration of the Employment Period, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and or at any other intellectual property time the value of which is contingent upon maintaining the confidentiality Company may reasonably request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, (ii) information regarding Confidential Information or the business of the Company, or its affiliates which he may then possess or have under his control. Notwithstanding the foregoing, the Company hereby waives the right to assert an “inevitable disclosure” argument in any legal proceeding against Employee after the termination of his employment. (b) 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 his employment with the Company or any of its affiliates, including its productsExecutive believes he is being asked to engage in work that will, servicesor will be likely to, budgetsjeopardize any confidentiality, contractsor other obligations Executive may have to former employers, reportsExecutive shall immediately advise the Board so that Executive’s duties can be modified appropriately. 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, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating Executive shall promptly return any such materials to prospective business opportunitiesExecutive’s former employer. The Company does not want any such materials, and all other concepts, ideas, materials, Executive shall not be permitted to use or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way refer to any information disclosed by such materials in the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions performance of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive’s duties hereunder.

Confidential Information. For the purposes of this Agreement, “(a) Executive acknowledges that Executive will be entrusted with Confidential Information” . (b) During the Confidentiality Period, Executive: (A) shall mean any and hold the Confidential Information in strictest confidence, take all non-public, proprietary or other confidential information reasonable precautions to prevent the inadvertent disclosure of the Company Confidential Information to any unauthorized person, and follow all the Company’s policies protecting the Confidential Information; (B) shall not use, copy, divulge or its affiliates disclosed to youotherwise disseminate or disclose any Confidential Information, or any portion thereof, to which you have accessany unauthorized person; (C) shall not make or cause to be made, copies of the Confidential Information, except as necessary to carry out Executive’s authorized duties as an employee of the Company; and (D) shall promptly and fully advise the Company of all facts known to Executive concerning any actual or threatened unauthorized use or disclosure of which you otherwise become Executive becomes aware. (c) Executive hereby assigns to the Company any rights Executive may have or acquire in the Confidential Information, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howand recognizes that the Company shall be the sole owner of all copyrights, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiessecret rights, and all other conceptsrights throughout the world (collectively, ideas“Proprietary Rights”) in connection with such rights. (d) If Executive receives any subpoena or becomes subject to any legal obligation that might require Executive to disclose Confidential Information, materialsExecutive will provide prompt written notice of that fact to the Company, enclosing a copy of the subpoena and any other documents describing the legal obligation. In the event that the Company objects to the disclosure of Confidential Information, by way of a motion to quash or otherwise, Executive agrees to not disclose any Confidential Information while any such objection is pending unless Executive is directed to do so by the lawful order of a court or agency of competent jurisdiction. (e) Executive understands that the Company and its affiliates have and will receive from third parties confidential or proprietary information prepared (“Third Party Information”) under a duty to maintain the confidentiality of such Third Party Information and to use it only for limited purposes. During the term of Executive’s association with the Company and at all times after the termination of such association for any reason, Executive will hold Third Party Information in strict confidence and will not disclose or performed for or use any Third Party Information unless expressly authorized by the Company or its affiliatesthe applicable third party in advance or as may be strictly necessary to perform Executive’s obligations with the Company, subject to any agreements binding on the Company with respect to such Third Party Information. (iiif) Executive will not improperly use or disclose any confidential information regarding the skills and compensation or trade secrets, if any, of the employees, contractorsany former employer or of any other person to whom Executive has an obligation of confidentiality, and Executive will not bring onto the Company’s premises any unpublished documents or any property belonging to any former employer or of any other service providers person to whom Executive has an obligation of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentconfidentiality.

Confidential Information. For (i) The Executive agrees that she will not at any time, except with the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information prior written consent of the Company or its affiliates disclosed Affiliates or as required by applicable law, directly or indirectly, reveal to youany person, entity or other organization (other than the Company or its Affiliates or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any confidential or proprietary information of any member of the Company or its Affiliates (“Confidential Information”) relating to which you have accessthe assets, liabilities, employees, goodwill, business or affairs of any member of the Company or its Affiliates, including, without limitation, any information concerning past, present or prospective clients, intellectual capital, marketing data, or other confidential information used by, or useful to, any member of and known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with the Company or its Affiliates, other than disclosure while employed by the Company which you otherwise become aware, the Executive reasonably and in each case whether good faith believes to be in oral, written, graphic or machine readable not opposed to the interests of the Company; provided that such Confidential Information does not include any information which is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s breach of this Agreement. Confidential Information may be in any medium or form, including, without limitation, physical documents, computer files or disks, videotapes, audiotapes, and oral communications. (iii) know-howIn the event that the Executive becomes legally compelled to disclose any Confidential Information, trade secretsthe Executive shall, inventionsif permitted by law, discoveriesprovide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and the like, shall exercise her reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company shall promptly pay (upon receipt of invoices and any other intellectual property documentation as may be requested by the value Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with her compliance with the immediately preceding sentence. Notwithstanding anything herein to the contrary, nothing in this Agreement shall (A) prohibit the Executive from making reports of which is contingent upon maintaining possible violations of federal law or regulation to any governmental agency or entity in accordance with the confidentiality thereof, (ii) information regarding the business provisions of and rules promulgated under Section 21F of the Company Securities Exchange Act of 1934 or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsSection 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or information prepared of any other whistleblower protection provisions of state or performed for federal law or regulation, or (B) require notification or prior approval by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, reporting described in clause (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentA).

Confidential Information. For the purposes of this Agreement, “A. The Employee acknowledges that he has had and will continue to have access to various Confidential Information” shall mean . The Employee agrees, therefore, that he will not at any and all non-publictime, proprietary or other confidential information of either while employed by the Company or its affiliates disclosed to youafterwards, to which you have accessknowingly make any independent use of, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, knowingly disclose to any other person (except as authorized by the Company) any Confidential Information. Confidential Information shall not include (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and information that becomes known to the like, and any other intellectual property public generally through no fault of the value of which is contingent upon maintaining the confidentiality thereofEmployee, (ii) information regarding required to be disclosed by law or legal process or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the Employee shall, if possible, give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure, or (iii) the Employee reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Employee. In the event of a breach or threatened breach by the Employee of the provisions of this Section 8(A) with respect to any Confidential Information, the Company shall be entitled to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for that breach or threatened breach, including the recovery of damages. B. The Employee shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Employee solely or jointly with any other Person or Persons during the period of his Employment and which pertain primarily to the material business activities of the Company, and the Employee hereby assigns and agrees to assign all his interests therein to the Company or to its affiliatesnominee; whenever requested to do so by the Company, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, the Employee shall execute any and all applications, assignments or other concepts, ideas, materials, or information prepared or performed for or by instruments which the Company or its affiliates, (iii) information regarding the skills shall deem necessary to apply for and compensation obtain Letters of Patent of the employees, contractors, and United States or any other service providers of foreign country or to otherwise protect the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementCompany's interest therein. For purposes of this Agreement, the Confidential Information These obligations shall not include and your obligation shall not extend to (i) information which is generally available continue beyond the Termination Date with respect to inventions, improvements, and valuable discoveries, whether patentable or not, conceived, made or acquired by the public Employee during the period of his Employment and (ii) information obtained by you be binding upon the Employee's assigns, executors, administrators and other than pursuant to or in connection with your employmentlegal representatives.

Confidential Information. For (a) Executive acknowledges that the purposes information, observations and data (including trade secrets) that will be obtained by him while employed by the Company concerning the business or affairs of this Agreement, the Company and its Subsidiaries (“Confidential Information” shall mean any and all non-public, proprietary or other confidential information ”) are the property of the Company or its affiliates disclosed to yousuch Subsidiary. Therefore, to which you have accessExecutive agrees that, except as required by law or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable formcourt order, including, without limitationbut not limited to, (i) know-howdepositions, trade secretsinterrogatories, inventionscourt testimony, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, 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 to 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, or at any other intellectual property time the value of which is contingent upon maintaining Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the confidentiality thereofConfidential Information, Work Product (iias defined below) information regarding or the business of the Company and its Subsidiaries which he may then possess or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, have under his control. (b) Executive shall be prohibited from using or disclosing any confidential information prepared or performed for or by trade secrets that Executive may have learned through any prior employment. If at any time during this employment with the Company or its affiliatesany 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. (iiic) 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 regarding the skills and compensation of the employeeswhich belongs to any former employer. If at any time Executive discovers this is incorrect, contractorsExecutive shall promptly return any such materials to Executive’s former employer. The Company does not want any such materials, and any other service providers of the Company Executive shall not be permitted to use or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way refer to any information disclosed by such materials in the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions performance of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive’s duties hereunder.

Confidential Information. For (a) Executive acknowledges that it is the purposes policy of the Company and its Affiliates to maintain as secret and confidential all Confidential Information, and that Confidential Information has been and will be developed at substantial cost and effort to the Company and its Affiliates. Executive acknowledges that he will have access to Confidential Information with respect to the Company and its Affiliates which information is a valuable and unique asset of the Company and its Affiliates and that disclosure of such Confidential Information would cause irreparable damage to the business and operations of the Company and its Affiliates. (b) Executive acknowledges that the Confidential Information is, as between the Company and its Affiliates and Executive, the exclusive property of the Company and its Affiliates. (c) Both during Executive’s employment by the Company (whether during or after the Contract Term) and at any time after the Termination Date, Executive: (i) shall not, directly or indirectly, divulge, furnish or make accessible to any Person any Confidential Information (except (x) to the extent Executive reasonably and in good faith believes that such actions are related to, and required by, Executive’s performance of his duties under this Agreement, “Confidential Information” or (y) as may be compelled by applicable law or administrative regulation; provided that Executive, to the extent not prohibited from doing so by applicable law or administrative regulation, shall mean any and all non-public, proprietary or other confidential information give the Company written notice of the information to be so disclosed pursuant to clause (y) of this sentence as far in advance of its disclosure as is practicable, shall cooperate with the Company or in its affiliates disclosed efforts to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and protect the likeinformation from disclosure, and any other intellectual property shall limit its disclosure of such information to the value minimum disclosure required by law or administrative regulation unless the Company agrees in writing to a greater level of which is contingent upon maintaining the confidentiality thereof, disclosure); (ii) information regarding the business of the Company or its affiliatesshall not use for his own benefit in any manner, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, any Confidential Information; (iii) information regarding the skills and compensation of the employees, contractors, and shall not cause any other service providers of the Company or its affiliates, such Confidential Information to become publicly known; and (iv) the existence of any business discussionsshall take all reasonable steps to safeguard such Confidential Information and to protect it against disclosure, negotiationsmisuse, or agreements between the Company or its affiliates loss and any third party, theft. (vd) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend represents trade secrets subject to (i) information which is generally available protection under the Uniform Trade Secrets Act, as adopted by the State of Illinois, or to the public and (ii) information obtained any comparable protection afforded by you other than pursuant to or in connection with your employmentapplicable laws.

Confidential Information. For During the purposes of this AgreementTerm and thereafter, “Confidential Information” shall mean Executive will not, directly or indirectly, use, divulge, transmit or otherwise disclose (except as required by applicable law) any and all non-public, proprietary trade secrets or other confidential or proprietary information of the Company or its affiliates disclosed Affiliates, including any such information relating to youthe Company’s or its Affiliates’ operations, finances, processes, services, techniques, customers or plans; provided, however, that Executive may disclose such information (a) to the extent required to enable Executive to comply with applicable laws and regulations or with duly issued administrative, legislative or legal process (it being understood and agreed that Executive shall provide the Company with notice as soon as reasonably practicable of any such disclosure obligation so that the Company may seek a protective order or other appropriate remedy) and (b) to Executive’s attorneys, accountants and professional advisors, to which you have accessthe extent necessary to facilitate their representation of ​ ​ ​ Executive, or of which you otherwise become awareso long as, in each case whether in oralcase, writtensuch attorneys, graphic accountants and professional advisors agree to be bound by this Section 8 (it being understood and agreed that Executive shall remain responsible for any breach of this Agreement by any such persons). All files, records or machine readable form, including, without limitation, other documents (iregardless of media) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding relating to the business of the Company or its affiliatesAffiliates, including its productswhether prepared by Executive or otherwise, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by shall be the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers exclusive property of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between and shall be promptly returned by Executive to the Company at the end of the Term. In addition, Executive is hereby advised that in accordance with the Defend Trade Secrets Act of 2016 an individual may not be held criminally or its affiliates and civilly liable under any third party, (v) all documents and other work product generated by you which contain, comment upon, federal or relate in any way to any information disclosed by state trade secret law for the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions disclosure of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to a trade secret that (i) information which is generally available made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the public and purpose of reporting or investigating a suspected violation of law; or (ii) information obtained by you is made in a complaint or other than pursuant to document filed in a lawsuit or in connection with your employment.other proceeding, if such filing is made under seal. ​

Confidential Information. For (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the purposes Employment Period or thereafter, any Confidential Information (as defined below) of this Agreementwhich 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 mean any promptly inform the Company in writing of such event, shall reasonably 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 all non-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 reasonable steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary or information (“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 confidential information than personnel and agents of the Company or its affiliates disclosed Subsidiaries who need to youknow 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 which you have accessthe public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of which you otherwise become awaretheir respective predecessors in interest, in each case whether in oral, written, graphic or machine readable form, including, without limitation, including but not limited to (i) know-howbusiness development, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs growth and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofstrategic business plans, (ii) information regarding the business of the Company properties available for acquisition, financing development or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatessale, (iii) information regarding the skills accounting and compensation of the employees, contractors, and any other service providers of the Company or its affiliatesbusiness methods, (iv) services or products and the existence marketing of any business discussions, negotiations, or agreements between the Company or its affiliates such services and any third partyproducts, (v) all documents fees, costs and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatespricing 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 unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all third-party information held in confidence by the Company or its affiliatestechnology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (viixvi) the terms all similar and conditions of this Agreementrelated information in whatever form or medium. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) any information which is that has become generally available to the public and (ii) prior to the date the Executive proposes to disclose or use such information obtained by you other than pursuant to or in connection with your employmentgeneral know-how of the Executive.

Confidential Information. For (a) The Executive acknowledges that the purposes of this Agreementinformation, “Confidential Information” shall mean any observations and all non-public, proprietary or other confidential information data obtained by the Executive concerning the business and affairs of the Company Employer during the course of the Executive's employment are the property of the Employer, including information concerning acquisition opportunities in or its affiliates disclosed reasonably related to youthe business or industry of the Employer of which the Executive becomes aware during such period. Therefore, the Executive agrees that he will not at any time (whether during or after the Employment Term) disclose to which you have accessany unauthorized person or, directly or indirectly, use for the Executive's own account, any of such information, observations or data without the consent of the Board, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive's unauthorized acts or omissions to act or the unauthorized acts or omissions to act of other employees of the Employer. The Executive agrees to deliver to the Employer at the termination of the Executive's employment, or at any other time the Employer may request in writing (whether during or after the Employment Term), all memoranda, notes, plans, records, reports and other documents, regardless of the format or media (and copies thereof), relating to the business of the Employer and its predecessors (including, without limitation, all acquisition prospects, lists and contact information) which you otherwise become awarethe Executive may then possess or have under the Executive's control. (b) The Executive acknowledges that the restrictions contained in this Section 10 hereof are reasonable and necessary, in each case whether view of the nature of the Employer's business, in oralorder to protect the legitimate interests of the Employer, writtenand that any violation thereof would result in irreparable injury to the Employer. Therefore, graphic the Executive agrees that in the event of a breach or machine readable formthreatened breach by the Executive of the provisions of Section 10(a) hereof, the Employer shall be entitled to obtain from any court of competent jurisdiction, preliminary or permanent injunctive relief restraining the Executive from disclosing or using any such confidential information. Nothing herein shall be construed as prohibiting the Employer from pursuing any other remedies available to them for such breach or threatened breach, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and recovery of damages from the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentExecutive.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of his employment with the Company or (and, if applicable, its affiliates disclosed predecessors), he has been allowed to youbecome, and will continue to which you have accessbe allowed to become, or of which you otherwise become awareacquainted with business affairs, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company’s and its affiliates’ and predecessors’ operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge concerning the value Company and its affiliates’ and predecessors’ business (collectively the “Confidential Information”). Confidential Information does not include information that arises from Executive’s general training, knowledge, skill, or experience, whether gained on the job or otherwise. 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 which his duties. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereof, 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) information regarding 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 business 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding the skills such Confidential Information becomes generally known to and compensation of the employees, contractors, and available for use in any other service providers of industry in which the Company does business (the “Industry”), other than as a result of any action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, Industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public Industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during his employment with the Company and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and (ii) information obtained by you other than pursuant all copies of them provided to or in connection created by him during the course of his employment with your employmentthe Company.

Confidential Information. For Executive acknowledges that the non-public information and data obtained by him while employed by any Ladder Company concerning the business or affairs of the Ladder Companies and their affiliates (“Confidential Information”) are the property of the Ladder Companies. Therefore, except as may be otherwise required by law or legal process, Executive agrees that, during the Employment Period and at all times thereafter, Executive shall not disclose to any unauthorized person or use for Executive’s own purposes any Confidential Information without the prior written consent of the Board other than in a good faith effort during the Employment Period to promote the interests of the Ladder Companies. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer files and related back-ups, printouts, software, and other documents and data (and copies thereof) relating to the Confidential Information, Work Product (as defined in Section 7), or the business of any Ladder Company which Executive may then possess or have under his control. Notwithstanding anything to the contrary in this Section 6, (i) Confidential Information shall not include: (A) information to the extent that it is or becomes generally available to the public (other than as a result of a disclosure by Executive) and (B) information to the extent that it is disclosed to Executive by a party or person that is not under any obligation to keep such information confidential; and (ii) if Executive is required to disclose or discuss Confidential Information by order of a court of competent jurisdiction, Executive may disclose such Confidential Information (provided that in such case, Executive shall promptly inform the Company of such order and shall only disclose Confidential Information to the extent necessary to comply with any such court order). Notwithstanding anything to the contrary in this Agreement, “Confidential Information” shall mean any from and all non-public, proprietary or other confidential information after the termination of the Restrictive Period, Executive shall have the right to use and distribute throughout the world the investment track record for the Ladder Companies in connection with activities relating to the marketing, fund raising and operation of any post-Company employment activities in which Executive engages, and no Ladder Company or its affiliates disclosed to you, to which you have access, representative of any Ladder Company shall prevent or interfere with Executive’s use and discussion of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, the information supporting the track record (including, without limitation, periodic performance data and investor reports), so long as such use and discussion is in accordance with this Section 6 and not inconsistent with the performance data furnished to Executive pursuant to this Section 6; provided that (i) know-howany offering memorandum or other document containing such track record shall conspicuously state that neither the Company nor its affiliates have approved or disapproved of any of the information set forth therein and that neither the Company nor its affiliates shall have any liability or obligation arising out of, trade secretsor related to, inventions, discoveries, concepts, such information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding neither the business Company nor its affiliates shall be required to make (or deemed to have made) any representation or warranty with respect to the accuracy or completeness of such track record and (iii) neither the Company nor its affiliates shall have any liability or obligation arising out of, or related to, the usage of such track record by any such Person. In addition, upon Executive’s written request, the Ladder Companies will (a) promptly furnish to Executive the consolidated audited financial statements of the Ladder Companies for each fiscal year in which Executive was employed by any Ladder Company (or, if such audited financial statements were not prepared for any such fiscal year, then unaudited financial statements for such fiscal year), (b) to the extent available, promptly furnish to Executive the unaudited monthly and quarterly income statements underlying the annual performance track record for such fiscal years and (c) use their commercially reasonable efforts (including using estimates where necessary) to promptly furnish to Executive a breakdown of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work positions and quarterly and annual returns on equity calculations in progress, drawings, designs, plans, proposals, codes, marketing the aggregate and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed by product type for or any fiscal year Executive was employed by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentLadder Company.

Confidential Information. For The Professional Services Consultant shall maintain the purposes confidentiality of information designated as confidential by Princeton University, as well as any data and information that the Professional Services Consultant may derive from such confidential information, in strict confidence, and no less rigorously than it protects its own confidential data and information of a similar nature, and shall not disclose any of such information to others, including its employees, except: (i) to the extent necessary to enable Professional Services Consultant to carry out its Work or to effectuate any term or provision of any Release Order issued under this BOA , including without limitation any mediation or litigation to enforce any Release Order issued under this BOA; (ii) disclosures to Professional Services Consultant’s accountants, attorneys, financial advisors; and (iii) disclosures required by law, including without limitation in response to lawful process or subpoena or other valid or enforceable order of a court of competent jurisdiction or any filings with governmental authorities, except that the Professional Services Consultant shall provide notice to Princeton University sufficiently in advance (but in no event less than five (5) business days) of the requested disclosure in order to permit Princeton University to seek a protective order, to the fullest extent such notice is lawful. This confidentiality obligation shall apply to confidential information provided by Princeton University prior to the execution of this AgreementBOA and any Release Order issued under this BOA. Confidential information, “Confidential Information” including the copyright and all other intellectual property rights of the confidential information, provided by Princeton University is owned by Princeton University, and nothing in this BOA or any Release Order issued under this BOA conveys any ownership rights to the Professional Services Consultant. Professional Services Consultant shall mean similarly obligate any and all non-publicpersons and/or entities to whom such information is necessarily disclosed hereunder, proprietary including without limitation its Subconsultants, to maintain said information in strict confidence in conformance with the terms of this paragraph. Professional Services Consultant agrees to be liable for any breach of this confidentiality obligation by any of its Subconsultants or their respective employees or representatives. Professional Services Consultant also agrees that, in the event of any breach of this confidentiality obligation, Princeton University shall be entitled to equitable relief, including injunctive relief and specific performance, in addition to all other confidential information rights and remedies otherwise available. The rights and obligations of the Company or its affiliates disclosed to youparties under this paragraph shall survive any termination of any Release Order issued under this BOA and/or the BOA. At Princeton University’s request, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, Professional Services Consultant and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business its Subconsultants and their employees or agents shall execute Princeton University’s standard form of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentnondisclosure agreement.

Confidential Information. For (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the purposes Employment Period or thereafter, any Confidential Information (as defined below) of this Agreementwhich 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 of Directors, (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 mean any 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 all non-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 him during the course of his employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary or information (“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 confidential information than personnel and agents of the Company or its affiliates disclosed Subsidiaries who need to youknow 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 which you have accessthe public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of which you otherwise become awaretheir respective predecessors in interest, in each case whether in oral, written, graphic or machine readable form, including, without limitation, including but not limited to (i) know-howbusiness development, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs growth and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofstrategic business plans, (ii) information regarding the business of the Company properties available for acquisition, financing development or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatessale, (iii) information regarding the skills accounting and compensation of the employees, contractors, and any other service providers of the Company or its affiliatesbusiness methods, (iv) services or products and the existence marketing of any business discussions, negotiations, or agreements between the Company or its affiliates such services and any third partyproducts, (v) all documents fees, costs and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatespricing 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 unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all third-party information held in confidence by the Company or its affiliatestechnology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (viixvi) all similar and related information in whatever form or 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 breach the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentSection 1.9.

Confidential Information. For Except as directed by the purposes Company or the Surviving Bank’s Board of this AgreementDirectors, “Confidential Information” during the Term or at any time thereafter, the Executive shall mean not divulge, furnish or make accessible to anyone or use in any and all non-public, proprietary or way (other than in the ordinary course of the business of the Surviving Bank) any confidential information of the Company or its affiliates disclosed to you, to which you have access, the Surviving Bank (or of which you otherwise any third party) that the Executive has acquired or become awareacquainted with or will acquire or become acquainted with, in each case whether in oraldeveloped by himself or by others, written, graphic or machine readable form, including, without limitation, (i) know-how, including but not limited to any trade secrets, inventionsconfidential, discoveries, concepts, information, works, materialsproprietary or secret information or data, processes, methodsformulae, dataplans, software, programs, apparatus, designs and the like, and devices or material (whether or not patented or patentable) used in any other intellectual property the value aspect of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliatesthe Surviving Bank, including its productsany customer or supplier lists of the Company or the Surviving Bank, services, budgets, contracts, reports, investigations, experiments, research, any confidential development or research work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsof the Company or the Surviving Bank, or any other confidential information prepared or performed for aspects of the business of the Company or the Surviving Bank, or any confidential information obtained from third parties under an obligation of the Company or the Surviving Bank to maintain the confidentiality of such information, which obligation is known to Executive (all such confidential or secret knowledge and information referred to in this sentence, the “Confidential Information”). The Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Company and the Surviving Bank and represents a substantial investment of time and expense and the creation of goodwill by the Company and the Surviving Bank, and that any disclosure or its affiliatesother use of such knowledge or information other than for the sole benefit of the Company and the Surviving Bank would be wrongful and would cause irreparable harm to the Company and the Surviving Bank. The foregoing obligations of confidentiality shall not apply to, and Executive shall be entitled to disclose, any knowledge or information (i) that is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company or the Surviving Bank, other than as a direct or indirect result of the breach of this Agreement by the Executive; (ii) as may be required by law or legal process after providing the Surviving Bank with prior written notice and an opportunity to respond to such disclosure (unless such notice is prohibited by law), (iii) information regarding in any criminal proceeding against him after providing the skills Company and compensation the Surviving Bank with prior written notice and an opportunity to seek protection for such Confidential Information (at the Company’s or the Surviving Bank’s sole expense, as applicable); or (iv) with the prior written consent of the employees, contractors, and any other service providers Surviving Bank. Executive understands that certain whistleblower laws permit him to communicate directly with governmental or regulatory authorities about possible violations of law. Executive acknowledges that he is not required to seek the permission of or notify the Company or its affiliates, (iv) the existence Surviving Bank of any business discussionscommunications made in compliance with applicable whistleblower laws, negotiations, or agreements between and that neither the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way nor the Surviving Bank will consider such communications to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of violate this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employment.

Confidential Information. For (a) Groundfloor acknowledges that the purposes information and knowledge obtained in the course of this Agreement, its performance of the Services relating to the Company’s or the Manager’s business (the “Confidential Information” ”) are of a confidential nature. Groundfloor shall, and shall mean ensure that its employees, use commercially reasonable efforts to take all actions necessary and appropriate to preserve the confidentiality of the Confidential Information and prevent (i) the disclosure of the Confidential Information to any person other than employees of Groundfloor who have a need to know of it in order to perform their duties hereunder; and all non-public, proprietary or (ii) the use of the Confidential Information other confidential information than in connection with the performance of its duties hereunder. (b) The foregoing provision shall not apply to Confidential Information that (i) has been disclosed to the public by the Company or its affiliates disclosed to youthe Manager, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofas applicable, (ii) information regarding otherwise entered the business public domain through lawful means, (iii) was or is disclosed to Groundfloor by a third party and which to the knowledge of the Company, after investigation, is not subject to an obligation of confidentiality to Groundfloor, (iv) was known by Groundfloor prior to its receipt from the Company or its affiliatesthe Manager, including its productsas applicable, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or (v) was developed by Groundfloor independently of any disclosures previously made by the Company or its affiliatesthe Manager, (iii) information regarding the skills and compensation as applicable to Groundfloor of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatessuch information, (vi) all third-party information held is required to be disclosed by Groundfloor in confidence by connection with any judicial, administrative or other governmental proceeding involving the Company, the Manager, or Groundfloor, or any of their affiliates or employees (whether or not such proceeding involves third parties) relating to the Services or this Agreement, provided that Groundfloor first give written detailed notice thereof to the Company or its affiliatesthe Manager, and as applicable, as soon as possible prior to such disclosure, unless notice would be unlawful, or (vii) is disclosed in good faith by Groundfloor in the terms and conditions ordinary course of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentcarrying out its duties hereunder.

Confidential Information. For (a) Executive recognizes and acknowledges that the purposes of this Agreementproducts, “Confidential Information” shall mean any services and all non-publictechnology, proprietary or both current and under development, promotion and marketing programs, lists, trade secrets and other confidential information and Proprietary Information (as defined below) of the Company or any of its affiliates disclosed Affiliates (all the foregoing is referred to youherein as the “Confidential Information”), are valuable, special and unique assets of the Company’s and its Affiliates’ businesses, the access to and knowledge of which you have accessare essential to the performance of the duties of Executive hereunder. Executive agrees that during the Employment Term and at all times thereafter, he will not, in whole or in part, without the prior written consent of the Company, (x) use any Confidential Information for his own benefit and purposes or for the benefit of any Person except the Company, under any circumstances, or (y) disclose, publish or make available any Confidential Information to any Person for any reason or purpose whatsoever, except as required in connection with Executive’s duties to the Company and except to the Company’s Personnel and similar representatives who are aware of which you otherwise become awarethe confidential nature thereof and are bound by a duty of confidentiality with respect thereto. Notwithstanding the foregoing, in each case whether in oral, written, graphic or machine readable form, including, without limitation, Executive may disclose (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and information in the like, and any other intellectual property the value public domain not as a result of which is contingent upon maintaining the confidentiality thereofa breach of this Agreement, (ii) information regarding lawfully received from a third party who had the business right to disclose such information and was not violating an obligation to the Company in connection therewith and (iii) information, other than Proprietary Information, learned through Executive’s own independent skill, knowledge, know-how and experience to whatever extent and in whatever way Executive wishes, in each case consistent with Executive’s obligations under this Agreement. (b) In the event that Executive is requested or required (by oral questions, deposition, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose all or any part of any Confidential Information, Executive shall provide the Company with prompt notice of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Section 6, as well as notice of the terms and circumstances surrounding such request or requirement. In any such case, Executive shall discuss with the Company the advisability of pursuing any such order or other legal action or available steps to resist or narrow such request or requirement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Executive is legally compelled to disclose Confidential Information, Executive may disclose that portion of the Confidential Information which Executive is legally compelled to disclose. In any event, Executive shall use reasonable efforts to cooperate with the Company’s efforts to obtain and shall not oppose action by the Company to obtain, an appropriate protective order or other reliable assurance that confidential treatment will be accorded the disclosure of such information. (c) Upon written notice by the Company, Executive shall promptly redeliver to the Company, or, if requested by the Company, promptly destroy, all written, electronic or otherwise tangible Confidential Information of the Company and any other written, electronic or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work otherwise tangible material containing any information included in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information the Confidential Information of the Company (whether prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractorsa third party), and will not retain any copies, extracts or other service providers reproductions in whole or in part of such written Confidential Information of the Company (and upon request certify such redelivery or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between destruction to the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way a written instrument reasonably acceptable to any information disclosed by the Company or and its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentcounsel).

Confidential Information. For (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the purposes Employment Period or thereafter, any Confidential Information (as defined below) of this Agreementwhich the Executive is or becomes aware, “whether or not such information is developed by his, 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 mean any promptly inform the Company of such event and all non-shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure or (iii) such Confidential Information becomes generally known to and available for use by the public, other than as a result of any action or inaction 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 him (i) during the course of his employment with the Company or (ii) during the course of his employment with VisionMaker and its Subsidiaries in connection with the Acquisition is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary or information (“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 thereafter, and without in any way limiting the provisions of Section 1.6(a) above, the Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other confidential information than personnel of the Company or its affiliates disclosed Subsidiaries who need to youknow 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 which you have accessthe public and that is used, developed or obtained by Holdings and its Subsidiaries (including the Company and its Subsidiaries) and any of which you otherwise become awarethe Company’s predecessor entities in connection with its business, in each case whether in oral, written, graphic or machine readable form, including, without limitation, including but not limited to (i) know-howbusiness development, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs growth and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofstrategic business plans, (ii) information regarding the business of the Company properties available for acquisition, financing development or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatessale, (iii) information regarding the skills accounting and compensation of the employees, contractors, and any other service providers of the Company or its affiliatesbusiness methods, (iv) services or products and the existence marketing of any business discussions, negotiations, or agreements between the Company or its affiliates such services and any third partyproducts, (v) all documents fees, costs and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatespricing 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 unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all third-party information held in confidence by the Company or its affiliatestechnology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (viixvi) the terms all similar and conditions of this Agreementrelated information in whatever form. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) any information which is that has become generally available to the public and (ii) prior to the date the Executive proposes to disclose or use such information obtained by you other than pursuant to or in connection with your employmentgeneral know-how of the Executive.

Confidential Information. For (a) The Employee agrees that during the purposes course of this Agreementhis employment and at any time thereafter, “Confidential Information” shall mean he will not disclose or make accessible to any other person, Keryx's products, services and all non-publictechnology, proprietary or both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and proprietary business information of the Company Keryx or any of its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, clients. The Employee agrees: (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and not to use any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) such information regarding the business of the Company for himself or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public others; and (ii) not to take any such material or reproductions thereof from Keryx's facilities at any time during his employment by Keryx, except as required in the Employee's duties to Keryx. The Employee agrees immediately to return all such material and reproductions in his possession to Keryx upon request and in any event upon termination of employment. Nothing in the foregoing shall be construed to prevent the Employee from disclosing or using any information obtained which the Employee can show by you written documentation was in the public domain or enters into the public domain through no improper act on the Employee's part or on the part of any of Keryx's employees or was in his possession prior to his joining Keryx or disclosed properly to the Employee after leaving Keryx. (b) Except with prior written authorization by Keryx, the Employee agrees not to disclose or publish any of the confidential, technical or business information or material of Keryx, its clients or any other than pursuant party to whom Keryx owes an obligation of confidence, at any time during or for a period of two years after his employment with Keryx except in connection with your employmentthe event of involuntary no cause termination by Keryx or a termination by the Employee for cause.

Confidential Information. For the purposes of this AgreementThe Certificate Insurer agrees that it and its shareholders, “Confidential Information” directors, agents, accountants and attorneys shall mean keep confidential any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, it by the Seller or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, Depositor (i) know-howas a result of financial statements, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any reports or other intellectual property the value of which is contingent upon maintaining the confidentiality thereofinformation furnished pursuant to Section 2.02(c), (ii) information regarding during the business of the Company inspections conducted or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating discussions had pursuant to prospective business opportunities, and all other concepts, ideas, materialsSection 2.02(e), or information prepared or performed for or by the Company or its affiliates, (iii) prior to the Closing Date, to the extent that proprietary information regarding was furnished pursuant to the skills and compensation Certificate Insurer’s request in connection with its evaluation of the employeesCertificates for credit purposes, contractorsunless such information is readily available from public sources or is disclosed to the Certificate Insurer by any Person or source other than the Seller, and or the Depositor, which Person or source is not actually known to the Certificate Insurer to be subject to a confidentiality obligation to the Seller or the Depositor, or except as may be otherwise required by regulation, law or court order or requested by appropriate governmental authorities or as necessary or expedient to preserve its rights or security under or to enforce any of the Operative Documents or any other service providers of agreement executed in connection with the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available transactions related to the public and (ii) information obtained by you other than pursuant Operative Documents to which the Certificate Insurer is a party or of which the Certificate Insurer is a third party beneficiary, or in connection with your employmentthe defense of any legal proceeding in which the Certificate Insurer is a party; provided, however, that the foregoing shall not limit the right of the Certificate Insurer to make such information available to its regulators, securities rating agencies, reinsurers, credit and liquidity providers, counsel and accountants. If the Certificate Insurer is requested or required (by oral questions, interrogatories, requests for information or documents subpoena, civil investigative demand or similar process) to disclose any information of which it becomes aware through such inspections or discussions, the Certificate Insurer will promptly notify the Seller of such request(s) so that the Seller may seek an appropriate protective order and/or waive the Certificate Insurer’s compliance with the provisions of this Insurance Agreement, unless the Certificate Insurer, in the opinion of its counsel, is prohibited from providing such notice by any tribunal, court or governmental agency or other governmental or quasi-governmental authority. If, in the absence of a protective order or the receipt of a waiver hereunder, the Certificate Insurer is, nonetheless, in the opinion of its counsel, compelled to disclose such information to any tribunal or else suffer a penalty or liability, the Certificate Insurer may disclose such information to such tribunal that the Certificate Insurer is compelled to disclose; provided, however, that a copy of all information disclosed is provided to the Seller promptly upon such disclosure; provided, further, however, that no such copy must be delivered or supplied if the Certificate Insurer, in the opinion of its counsel, is prohibited from providing such a copy by any tribunal, court or governmental agency or other governmental or quasi-governmental authority.

Confidential Information. For Executive acknowledges that the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed Information (as defined below) relating to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company and its Affiliates which Executive has obtained or will obtain during the course of his association with the Company is the property of the Company and its affiliatesAffiliates. Executive agrees that he will not disclose or use at any time, including its productseither during or after his employment with the Company, servicesany Confidential Information without the written consent of the Board of Directors of the Company (the "Board") unless such use or disclosure: (A) is undertaken in the course of performing Executive's duties for the Company and is reasonably expected to be in the best interests of the Company; (B) relates to federal or state tax matters for periods ending on or prior to August 31, budgets1998 and is disclosed in connection with the preparation or audit of tax returns for such period or is otherwise necessary for determination of Executive's proper tax liability; and (C) in connection with confirmation or determination of the amount of Additional Consideration payable under the Stock Purchase Agreement. Executive agrees to deliver to the Company upon termination of his employment with the Company, contractsor at any other time the Company may request, reportsall memoranda, investigations, experiments, research, work in progress, drawings, designsnotes, plans, proposalsrecords, codes, marketing documentation and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies other materials (and copies thereof) containing Confidential Information relating to prospective the business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company and its Affiliates no matter where such material is located and no matter what form the material may be in, which Executive may then possess or its affiliateshave under his control. If requested by the Company, (iv) the existence of any business discussions, negotiations, or agreements between Executive shall provide the Company with written confirmation that all such materials have been delivered to the Company. Executive shall take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Without limiting or its affiliates and any third partyreducing Executive's obligations under Sections 9(a) or (b) hereof, nothing in this subsection (vd) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions definition of this Agreement. For purposes of this Agreement, the Confidential Information shall not include be construed as depriving Executive from earning a livelihood from the exercise of personal professional skills and your obligation shall not extend to (i) information which is generally available to expertise developed before, during or after his employment with the public and (ii) information obtained by you other than pursuant to or in connection with your employmentCompany.

Confidential Information. For (a) The Executive acknowledges that during the purposes course of this Agreementemployment with the Company and the Bank, “Confidential Information” shall mean any the Executive may produce and all have access to confidential and/or proprietary non-publicpublic information concerning the Company and its Affiliates. The Executive agrees not to directly or indirectly use, proprietary disclose, copy or make lists of Confidential Information for the benefit of anyone other than the Company and its Affiliates, whether during employment or during five-year period thereafter, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Company, required by law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with performance by the Executive of duties as an executive of the Company and the Bank. The Executive agrees that, upon receipt of a subpoena or other confidential court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Company or its affiliates disclosed to you, to which you have accessthe Bank, or of which you otherwise become aware, her activities in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding connection with the business of the Company or its affiliatesthe Bank, including its productsthe Executive, servicesto the extent legally permitted, budgetswill immediately notify the Company and the Bank of such subpoena, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing court order or other requirement and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating deliver forthwith to prospective business opportunities, the Company a copy thereof and all other concepts, ideas, materials, or information prepared or performed for or any attachments and non-privileged correspondence related thereto. The Executive shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. The Executive agrees to abide by the Company or its affiliatesCompany’s and the Bank’s policies, (iii) information regarding the skills and compensation as in effect from time to time, respecting avoidance of the employees, contractors, and any other service providers interests conflicting with those of the Company and the Bank. In this regard, the Executive shall not directly or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way indirectly render services to any information disclosed by person or entity where the Company Executive’s service would involve the inevitable use or its affiliatesdisclosure of Confidential Information. (b) Notwithstanding Section 11.1, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information Executive shall not include and your obligation shall not extend to be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) information which is generally available made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Accordingly, the Executive has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Executive also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Nothing in this Agreement shall be construed to authorize, or limit liability for, an act that is otherwise prohibited by law, such as the unlawful access of material by unauthorized means. (c) Nothing contained herein shall impede Executive’s ability to report possible federal securities law violations to the public Securities and Exchange Commission and other governmental agencies (i) without the Company’s or Bank’s prior approval, and (ii) information obtained by you other than pursuant without having to forfeit or in connection with your employmentforego any resulting whistleblower awards.

Confidential Information. For The Consultant understands and agrees that in the purposes course of this Agreementproviding services to the Company, “Confidential Information” shall mean any the consultant will acquire proprietary and all non-public, proprietary or other confidential information of related to the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, Company's trade secrets, inventionsintellectual property rights, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs its future plans and its methods of doing business. The Consultant agrees and understands that it would be extremely damaging to the like, and Company if the Consultant disclosed such information to a competitor or made it available to any other intellectual property person or company. Consultant further agrees to keep and hold all such confidential information in trust and confidence, to observe the value of which is contingent upon maintaining the confidentiality thereof, (ii) strictest secrecy with respect to all information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or presented by the Company or its affiliatesobtained by Consultant pursuant to this agreement, (iii) information regarding and to take all reasonable precautions and measures to protect the skills secrecy of and compensation avoid the disclosure or use of the employees, contractors, and Confidential Information by any other service providers of the Company unauthorized persons or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way unauthorized manner and to any information disclosed prevent it form falling into the public domain or the possession of persons other than those persons authorized by the Company or its affiliatesto have any such information. Accordingly, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions as a material condition of this agreement, Consultant and Consultant's sole shareholder agree to enter into and execute a Confidentiality and Non-Disclosure Agreement, the same which is attached hereto and incorporated by reference herein as Exhibit "A". For purposes Except to the extent that this Agreement becomes publicly available because of a legal requirement that it be filed with a governmental instrumentality or agency, all provisions of this Agreement and the circumstances giving rise hereto are and shall remain confidential and shall not be disclosed by either party to any person not a party hereto except as necessary to carry out or enforce the provisions of this Agreement or as may be required by law. Notwithstanding the foregoing, Consultant may disclose the terms, amounts and fact of this Agreement to Consultant's spouse, attorney, financial or tax advisor, or taxing authorities. Before Consultant discloses to his spouse, attorney, financial or tax advisor or taxing authorities anything about this Agreement, the Confidential Information shall not include he will inform them of this confidentiality clause and your obligation shall not extend to they must agree (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection the case of any taxing authority, use its best efforts) to comply with your employmentit. Upon request by the Consultant, the Company will make reasonable efforts to confirm the compensation terms described in Section 2 to lending institutions which are considering extensions of credit to Consultant. Each of the parties has read this Agreement, has had the opportunity to consult with counsel, fully understand this Agreement's terms and enter into this Agreement freely and voluntarily and intending to be bound hereby.

Confidential Information. For (a) During the Employment, the Executive shall not: (i) directly or indirectly disclose to any person or use other than for any legitimate purposes of this Agreement, “any Group Company any Confidential Information” ; (ii) without the Board’s prior written permission hold any Material Interest in any person which: (A) is or shall mean be wholly or partly in competition with any of the Businesses; (B) impairs or might reasonably be thought by the Company to impair the Executive’s ability to act at all times in the best interests of any Group Company; or (C) requires or might reasonably be thought by the Company to require the Executive to disclose or make use of any Confidential information in order properly to discharge the Duties to or to further the Executive’s interest in that person; (iii) at any time (whether during or outside normal working hours) take any preparatory steps to become engaged or interested in any capacity whatsoever in any business or venture which is in or is intended to enter into competition with any of the Businesses; (iv) at any time make any untrue or misleading statement in relation to any Group Company; (v) carry out any public or private work other than the Duties (whether for profit, or otherwise and all non-public, proprietary whether during or outside normal working hours) except with the prior written permission of the Board; or (vi) directly or indirectly receive or obtain in respect of any goods or services sold or purchased or other confidential information business transacted (whether or not by the Executive) by or on behalf of any Group Company any discount, rebate, commission or other inducement (whether in cash or in kind) which is not authorised by any Company rules or guidelines from time to time and if the Executive or any person in which the Executive holds any Material Interest shall obtain any such discount, rebate, commission or inducement, the Executive shall immediately account to the Company for the amount so received. (b) The Executive shall, at any time during the Employment or following its termination, at the request of the Company or its affiliates disclosed any Group Company return to youthe relevant Group Company or, to which you have accessat the relevant Group Company’s request, shall destroy: (i) any documents, drawings, designs, computer files or of which you otherwise become awaresoftware, in each case whether in oral, written, graphic visual or machine readable form, audio tapes or other materials containing information (including, without limitation, (iConfidential Information) know-howrelating to the Company or any Group Company’s business created by, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and in the like, and any other intellectual property possession of or under the value control of which is contingent upon maintaining the confidentiality thereof, Executive; and (ii) information regarding the business any other property of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work any Group Company in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating his possession or under his control. (c) The Executive shall not make or keep or permit any person to prospective business opportunities, and all other concepts, ideas, materials, make or information prepared keep on his behalf any copies or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation extracts of the employees, contractors, and any other service providers of the Company or its affiliates, Items referred to in sub-clause (ivb) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to in any medium or in connection with your employmentform.

Confidential Information. For The Executive acknowledges that any use of the purposes of this AgreementConfidential Information (as defined below) by the Executive, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information than for the sole benefit of the Company or its subsidiaries, affiliates disclosed and divisions, would be wrongful and cause irreparable harm to youthe Company. Accordingly, the Executive shall not, at any time during or within one (1) year subsequent to which you have accessthe termination of his employment by the Company for any reason, without the express written consent of the Company publish, disclose or divulge to any person, firm or company, or use, directly or indirectly, for his own benefit or for the benefit of which you otherwise become awareany person, in each case whether in oralfirm or company, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any for use other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of than for the Company or its affiliatessubsidiaries, including its productsaffiliates and divisions, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation any of the employees, contractors, and any other service providers of the Company Company's trade secrets or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementConfidential Information. For purposes of this AgreementSection 4, "Confidential Information" includes, but is not limited to, all data, reports, interpretations, forecasts, records, statements (written and oral) and documents of any kind relating to the Company's costs and financial information, manufacturing methods or processes, market studies, products, existing and potential customers, pricing methods and strategies, new product plans and sources of supply acquired by the Executive during the Executive's employment by the Company. In addition, all other information disclosed to the Executive or which the Executive shall obtain during such employment with the Company which the Executive has a reasonable basis to believe to be confidential, or which the Executive has a reasonable basis to believe the Company treats as confidential, shall be presumed to be Confidential Information Information. The Executive's obligation under this Section 4 shall not include and your obligation shall not extend apply to any information which (i) information which is generally available to and known by the public and other than as a result of disclosure by the Executive in violation of this Agreement, (ii) information obtained by you other than pursuant was or becomes available to the Executive on a non-confidential basis from a third party not under an obligation of confidence in respect thereof or in connection with your employment(iii) the Executive is required to disclose as a matter of law or court order; provided that the Executive give the Company prior notice of such disclosure so that the Company may attempt to obtain a protective court order to prevent the disclosure thereof.

Confidential Information. For the purposes of this Agreement(i) The Executive acknowledges that all customer lists and information, “Confidential Information” shall mean any vendor or supplier lists and all information, inventions, trade secrets, know-how or other non-public, confidential or proprietary knowledge, information or other confidential information data with respect to the products, services, operations, finances, business or affairs of the Company or its subsidiaries and affiliates disclosed or with respect to youconfidential, to which you have accessproprietary or secret processes, or of which you otherwise become awaremethods, in each case whether in oralinventions, writtenservices, graphic or machine readable formtechniques, customers (including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property identity of the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business customers of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing subsidiaries and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, affiliates and all other concepts, ideas, materials, or information prepared or performed for or the specific nature of the services provided by the Company or its subsidiaries and affiliates), employees (iiiincluding, without limitation, the matters subject to this Agreement) information regarding or plans of or with respect to the skills Company or its subsidiaries and compensation affiliates or the terms of this Agreement (all of the employeesforegoing collectively hereinafter referred to as, contractors, and any other service providers “Confidential Information”) are property of the Company or its applicable subsidiaries or affiliates. The Executive further acknowledges that the Company and its subsidiaries and affiliates intend, and make reasonable good faith efforts, to protect the Confidential Information from public disclosure. Therefore, the Executive agrees that, except as required by law or regulation or as legally compelled by court order (provided that in such case, the Executive shall promptly notify the Company of such 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 law, regulation or order), during the Employment Term and at all times thereafter, the Executive shall not, directly or indirectly, divulge, transmit, publish, copy, distribute, furnish or otherwise disclose or make accessible any Confidential Information, or use any Confidential Information for the benefit of anyone other than the Company and its subsidiaries and affiliates, unless and to the extent that the Confidential Information becomes generally known to and available for use by the general public other than as a result of the Executive’s acts or omissions or such disclosure is necessary in the course of the Executive’s proper performance of her duties under this Agreement. (ivii) The Company Entities do not wish to incorporate any unlicensed or unauthorized material into their products or services. Therefore, the existence of any business discussionsExecutive agrees that she will not disclose to the Company, negotiationsuse in the Company’s business, or agreements between cause the Company to use, any information or its affiliates and material which is a trade secret, or confidential or proprietary information, of any third party, (v) all documents and other work product generated by you which containincluding, comment uponbut not limited to, any former employer, competitor or relate in any way to any information disclosed by client, unless the Company has a right to receive and use such information or its affiliates, (vi) all third-party information held in confidence by the Company material. The Executive will not incorporate into her work any material or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available subject to the public copyrights of any third party unless the Company has a written agreement with such third party or otherwise has the right to receive and (ii) information obtained by you other than pursuant to use such material or in connection with your employmentinformation.

Confidential Information. For (a) The Employee recognizes and acknowledges that during the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information course of the Employee’s employment by the Company, the Company or its affiliates has disclosed to youand will furnish, to which you have accessdisclose, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, make available to the Employee confidential and proprietary information related to the Company’s business including, without limitation, (i) know-howcustomer lists, trade secretsfinancial information, ideas, processes, inventions, discoveriesdevices and the like, conceptsas well as such information relating to any customer, informationclient, worksvendor, materialslicensee or other party transacting business with the Company, processes(the “Confidential Information”), methodsthat the Confidential Information has been developed and will be developed through the expenditure by the Company of substantial time and money, dataand that all such Confidential Information, softwareexcept to the extent it is in the public domain, programsshall constitute trade secrets protected under applicable law. The Employee further acknowledges that said Confidential Information is and shall remain the sole property of the Company, apparatusand agrees to use the Confidential Information only for the purpose of carrying out his duties with the Company and agrees that the Employee will not, designs during the term of this Agreement and forever thereafter, use for him or others or disclose to any third party, either directly or indirectly, voluntarily or involuntarily, for any purpose whatsoever any Confidential Information. Employee shall not be in breach of this Section 7(a) for any disclosure he is required to make by virtue of a legal process, provided that Employee provides prompt notice to the Company of any such legal process so as to allow the Company to seek appropriate limitations and protections in connection with such disclosure. (b) Employee further covenants and agrees that every document, computer disk, computer software program, notation, record, diary, memorandum, development, investigation, or the like, and any other intellectual property the value method or manner of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the doing business of Company (or containing Confidential Information) made or acquired by Employee during said employment, is and shall be the Company or its affiliatessole and exclusive property of Company. The Employee will deliver the same (and every copy, including its productsdisk, servicesabstract, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialssummary, or information prepared reproduction of same made by or performed for Employee or acquired by the Employee) whenever Company or its affiliates, (iii) information regarding the skills may so require and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant event prior to or in connection with your at the termination of said employment.

Confidential Information. For A. The Executive shall hold in a fiduciary capacity for the purposes benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by the Company or any of its Affiliates and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement, ) (referred to herein as “Confidential Information” ”). After termination of the Executive’s employment with the Company, the Executive shall mean any and all non-publicnot, proprietary or other confidential information without the prior written consent of the Company or its affiliates disclosed to youas may otherwise be required by law or legal process, to which you have access, communicate or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, divulge any such information, works, materials, processes, methods, data, software, programs, apparatus, designs knowledge or data to anyone other than the Company and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business those designated by it. In no event shall an asserted violation of the Company provisions of this Section 9 constitute a basis for deferring or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating withholding any amounts otherwise payable to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation Executive under this Agreement. Within 30 days of the employeestermination of Executive’s employment for any reason, contractors, and any other service providers of the Executive shall return to Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated tangible items of or containing Company information which are in Executive’s possession, custody or control. B. The Executive shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by you the Executive solely or jointly with any other Person or Persons during the Employment Period and which containpertain primarily to the material business activities of the Company, comment upon, or relate in any way and the Executive hereby assigns and agrees to any information disclosed by assign all his interests therein to the Company or to its affiliates, (vi) all third-party information held in confidence nominee; whenever requested to do so by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this AgreementCompany, the Confidential Information Executive shall not include execute any and your obligation all applications, assignments or other instruments which the Company shall not extend deem necessary to apply for and obtain Letters of Patent of the United States or any foreign country or to otherwise protect the Company’s interest therein. These obligations shall (i) information which is generally available continue beyond the Date of Termination with respect to inventions, improvements and valuable discoveries, whether patentable or not, conceived, made or acquired by the public Executive during the Employment Period and (ii) information obtained by you be binding upon the Executive’s assigns, executors, administrators and other than pursuant to or in connection with your employmentlegal representatives.

Confidential Information. For A. The Employee acknowledges that the purposes of this Agreement, “Employee has had and will continue to have access to various Confidential Information” shall mean . The Employee agrees, therefore, that Employee will not at any and all non-publictime, proprietary or other confidential information of either while employed by the Company or its affiliates disclosed to youafterwards, to which you have accessknowingly make any independent use of, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, knowingly disclose to any other person (except as authorized by the Company) any Confidential Information. Confidential Information shall not include (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and information that becomes known to the like, and any other intellectual property public generally through no fault of the value of which is contingent upon maintaining the confidentiality thereofEmployee, (ii) information regarding required to be disclosed by law or legal process or the order of any governmental authority under color of law, provided, that prior to disclosing any information pursuant to this clause (ii), the Employee shall, if possible, give prior written notice thereof to the Company and provide the Company with the opportunity to contest such disclosure, or (iii) the Employee reasonably believes that such disclosure is required in connection with the defense of a lawsuit against the Employee. In the event of a breach or threatened breach by the Employee of the provisions of this Section 8(A) with respect to any Confidential Information, the Company shall be entitled to a temporary restraining order and a preliminary and permanent injunction (without the necessity of posting any bond in connection therewith) restraining the Employee from disclosing, in whole or in part, that Confidential Information. Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for that breach or threatened breach, including the recovery of damages. B. The Employee shall disclose promptly to the Company any and all conceptions and ideas for inventions, improvements, and valuable discoveries, whether patentable or not, which are conceived or made by the Employee solely or jointly with any other Person or Persons during the term of Employment and which pertain primarily to the material business activities of the Company, and the Employee hereby assigns and agrees to assign all his interests therein to the Company or to its affiliatesnominee; whenever requested to do so by the Company, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, the Employee shall execute any and all applications, assignments or other concepts, ideas, materials, or information prepared or performed for or by instruments which the Company or its affiliates, (iii) information regarding the skills shall deem necessary to apply for and compensation obtain Letters of Patent of the employees, contractors, and United States or any other service providers of foreign country or to otherwise protect the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this AgreementCompany's interest therein. For purposes of this Agreement, the Confidential Information These obligations shall not include and your obligation shall not extend to (i) information which is generally available continue beyond the Termination Date with respect to inventions, improvements, and valuable discoveries, whether patentable or not, conceived, made or acquired by the public Employee during the term of Employment and (ii) information obtained by you be binding upon the Employee's assigns, executors, administrators and other than pursuant to or in connection with your employmentlegal representatives.

Confidential Information. For the purposes of this Agreement, “Confidential Information” shall mean any (a) The Company recognizes that Nominees and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, Observers (i) knowwill from time to time receive non-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and public information concerning the likeCompany, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) may share such information regarding with other individuals associated with the business Principal Equity Owner that designated such Nominee or appointed such Observer. The Company hereby irrevocably consents to such sharing, subject to the terms of the Company this Section 6. Except as may be required by a Governmental Entity, law, regulation, subpoena or its affiliatesvalid subpoena or other lawful process (or as may be requested in connection with an examination or audit of a Principal Equity Owner by any Governmental Entity or other regulatory agencies having regulatory jurisdiction over a Principal Equity Owner), including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing each Principal Equity Owner agrees that it will keep confidential and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating not disclose or divulge to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way use to any information disclosed by compete with the Company or and its affiliatesSubsidiaries, (vi) all third-party any confidential information held in confidence by regarding the Company it receives from the Company, a Nominee or its affiliatesan Observer for so long as this Agreement has not been terminated with respect to such Principal Equity Owner and for a period of two (2) years thereafter, and unless such information (viix) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available known or becomes known to the public and in general, (iiy) is or has been independently developed or conceived by such Principal Equity Owner without use of the Company’s confidential information obtained or (z) is or has been made known or disclosed to such Principal Equity Owner by you a third party without a breach of any obligation of confidentiality such third party may have; provided, however, that a Principal Equity Owner may disclose confidential information (I) to its Affiliates (other than pursuant portfolio companies), (II) to or each of its and its Affiliates’ (other than portfolio companies’) attorneys, accountants, consultants, advisors and other professionals to the extent necessary to obtain their services in connection with your employmentevaluating the information, or (III) to another Principal Equity Owner or to such Principal Equity Owner’s or its Affiliates’ respective managers, directors, officers, current stockholders, current partners, current members, employees, representatives, agents, attorneys and consultants; provided, further, that each Principal Equity Owner shall be responsible for compliance with this Section 6 by its Affiliates and advisors described in the foregoing clauses (I), (II) and (III). (b) Other than in connection with filings and periodic reporting obligations with or required by, or any general regulatory inquiries, investigations, audits or similar matters not targeted at the Company by, Governmental Entities and other regulatory agencies, if any Principal Equity Owner is compelled or requested by a Governmental Entity, law, regulation, subpoena, legal process or other demand for any confidential information with which such Principal Equity Owner believes it is legally obligated to comply, such Principal Equity Owner shall give prompt notice of such fact to the Company so that the Company may, if it desires, seek a protective order or other governmental or judicial relief to prevent disclosure of such information; provided that the Principal Equity Owner shall not be restricted from complying with an obligation to disclose such information during the time the Company is seeking a protective order or other governmental or judicial relief.

Confidential Information. For the purposes of this Agreement, the Executive acknowledges and agrees that the terms “Confidential Information” and “Trade Secrets” shall mean information that the Company or any and all non-publicof its affiliates owns or possesses, proprietary or other confidential information of that the Company or its affiliates disclosed to youhave developed at significant expense and effort, to which you have access, that they use or of which you otherwise become aware, that is potentially useful in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. The Executive further acknowledges that the Executive’s relationship with the Company is one of confidence and trust such that the Executive has in the past been, and may in the future be, privy to Confidential Information and Trade Secrets of the Company or any third party, (v) all documents of its affiliates. The Executive covenants and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed agrees that during the Executive’s employment by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or and its affiliates, and at all times thereafter, the Executive shall keep all Confidential Information and Trade Secrets strictly confidential and that the Executive shall safeguard the Confidential Information and Trade Secrets from exposure to, or appropriation by, unauthorized persons, and that the Executive shall not, without the prior written consent of the Company, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, such Confidential Information and Trade Secrets. Notwithstanding the foregoing, this Section 16(d) shall not apply (viii) when disclosure is required by law, legal process or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the terms and conditions of Executive to disclose or make accessible any information, (ii) when disclosure is required with respect to any litigation, arbitration or mediation involving this Agreement. For purposes , including, but not limited to, the enforcement of this Agreement, or (iii) as to Confidential Information or Trade Secrets that become generally known to the public other than due to the Executive’s violation of this Section 16(d). If the Executive is required to provide or disclose information in accordance with subsection (i) or (ii) of this Section 16(d), the Executive shall, within three days of receiving notice of such requirement, notify the Company of such requirement and the terms of and circumstances surrounding such requirement. Furthermore, the Executive shall cooperate with the Company in any attempts it may make in seeking a protective order or injunction with respect to the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available and/or Trade Secrets that are subject to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentrequired disclosure.

Confidential Information. For Employee acknowledges that, during the purposes course of this Agreementhis employment with the Company, Employee may produce and have access to confidential and/or proprietary non‑public information concerning the Company and its Affiliates, including marketing materials, financial and other information concerning customers and prospective customers, customers lists, records, data, trade secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation and other information not generally available to the public (collectively, “Confidential Information” shall mean ”). Employee agrees not to directly or indirectly use, disclose, copy or make lists of Confidential Information for the benefit of anyone other than the Company, either during or after his employment with the Company, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Company, required by law or any and all non-publiccompetent administrative agency or judicial authority, proprietary or otherwise as reasonably necessary or appropriate in connection with performance by Employee of his duties hereunder. Employee agrees that, if he receives a subpoena or other confidential court order or is otherwise required by law to provide information to a governmental authority or other person concerning the activities of the Company or any of its affiliates disclosed to you, to which you have accessAffiliates, or of which you otherwise become aware, his activities in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding connection with the business of the Company or any of its affiliatesAffiliates, including its productsEmployee will immediately notify the Company of such subpoena, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing court order or other requirement and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating deliver forthwith to prospective business opportunities, the Company a copy thereof and all other concepts, ideas, materials, or information prepared or performed for or any attachments and non‑privileged correspondence related thereto. Employee shall take reasonable precautions to protect against the inadvertent disclosure of Confidential Information. Employee agrees to abide by the Company or its affiliatesCompany's reasonable policies, (iii) information regarding the skills and compensation as in effect from time to time, respecting avoidance of the employees, contractors, and any other service providers interests conflicting with those of the Company and its Affiliates. In this regard, Employee shall not directly or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way indirectly render services to any information disclosed by person or entity where Employee's service would involve the Company use or its affiliatesdisclosure of Confidential Information. Employee agrees not to use any Confidential Information to guide him in searching publications or other publicly available information, (vi) all third-party information held selecting a series of items of knowledge from unconnected sources and fitting them together to claim that he did not violate any agreements set forth in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not Company's “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and your obligation shall not extend to (i) information loan association, credit union or other financial institution, directly or indirectly, which is generally available controlled by, controls, or is under common control with, the Company, and “control” means (x) the ownership of 51% or more of the voting securities or other voting interest or other equity interest of any corporation, partnership, joint venture or other business entity, or (y) the possession, directly or indirectly, of the power to direct or cause the public direction of the management and (ii) information obtained by you policies of such corporation, partnership, joint venture or other than pursuant to or in connection with your employmentbusiness entity.

Confidential Information. For Employee, during the purposes Term, will have access to and become familiar with confidential information, secrets and proprietary information concerning the business and affairs of the Company, its controlled subsidiaries and other controlled entities, including client and customer information, information concerning their products, patent rights and know-how, and other technical information, business strategies and pricing information, and other confidential and/or proprietary information (collectively, "Confidential Information"). Confidential Information shall not include (i) any information that is or becomes generally available to the public other than as a result of Employee's improper or unauthorized disclosure of such information in violation of this Agreement or (ii) was within Employee's possession prior to its affiliation with the Company or its controlled subsidiaries or other controlled entities (including his affiliation with Endeavour International Operating Company, f/k/a NSNV, Inc. prior to its acquisition by the Company). As to such Confidential Information, Employee agrees as follows: (a) During the term of this Agreement or at any time following the termination of this Agreement, “Employee will not, directly or indirectly, without the prior written consent of the Company (1) disclose or permit the disclosure of any such Confidential Information” , or (2) use, reproduce or distribute, or make or permit any use, reproduction or distribution of, directly or indirectly, any such Confidential Information, except for any disclosure, use, reproduction or distribution that is required in the course of his employment with the Company, its controlled subsidiaries or other controlled entities. (b) If, during the term of this Agreement or at any time following the termination of this Agreement, Employee is requested or required (by oral question or request for information or documents, in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process) to disclose any Confidential Information, Employee agrees to notify the Company immediately in writing of the request or requirement so that the Company may seek an appropriate protection order or waive compliance with the provisions of this Section. If, in the absence of a protective order or the receipt of a waiver under this Agreement, Employee is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Employee may disclose such Confidential Information to the tribunal; provided, however, that Employee shall mean use his commercially reasonable best efforts to obtain a court order or other assurance that confidential treatment will be accorded to such Confidential Information. (c) Upon termination of employment of Employee, for whatever reason, Employee shall surrender to the Company any and all non-publicdocuments, proprietary manuals, correspondence, reports, records and similar items then or other confidential information thereafter coming into the possession of Employee which contain any Confidential Information of the Company or its affiliates disclosed controlled subsidiaries or other controlled entities. (d) Employee recognizes and acknowledges that the obligations of Employee contained in Section 8 of this Agreement are reasonable and necessary to you, to which you have access, or protect the legitimate business interests of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the likeCompany, and that any other intellectual property the value breach or violation of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business any of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work provisions of such Section is likely to result in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating irreparable injury to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of for which the Company would have no adequate remedy at law. Employee agrees that if Employee shall breach or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes violate Section 8 of this Agreement, the Confidential Information Company shall be entitled, if it so elects, to institute and prosecute proceedings at law or in equity, including, but not limited to, a proceeding seeking injunctive relief, to obtain damages with respect to such breach or violation, to enforce the specific performance of Section 8 this Agreement by Employee, or to enjoin Employee from engaging in any activity in violation of Section 8 of this Agreement. Employee acknowledges that in the event of any such breach or violation, the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages or posting a bond, and to an equitable accounting of all earnings, profits, and other benefits arising from any such breach or violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Employee agrees that in the event of any such violation, an action may be commenced for preliminary or permanent injunctive relief and other equitable relief in any federal or state court of competent jurisdiction sitting in Harris County, Texas, or in any other court of competent j▇▇▇▇▇▇ction. Employee waives, to the fullest extent permitted by law, any objection that Employee may now or hereafter have to such jurisdiction or to the laying of the venue of any such suit, action, or proceeding brought in such a court and any claim that such suit, action or proceeding has been brought in an inconvenient forum. Employee agrees that effective service of process may be made upon Employee under the notice provisions contained in Section 12 of this Agreement. Employee further agrees that the existence of any claim or cause of action against the Company, whether predicated upon a breach or violation by the Company of this Agreement or any other contract or agreement between Employee and the Company, shall not include and your obligation shall not extend to (i) information which is generally available constitute or be asserted as a defense to the public and (ii) information obtained enforcement by you the Company to the provisions of this Section relating to the Company's right to injunctive or other than pursuant to equitable relief for Employee's breach or in connection with your employmentviolation of Section 8 of this Agreement.

Confidential Information. For (a) Non-Disclosure. Executive hereby agrees, during the purposes term of this -------------- Agreement, “Confidential Information” shall mean he will not disclose to any and all non-public, person or otherwise use or exploit any proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable forminformation, including, without limitation, trade secrets, processes, records of research, proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding the Company, its business, properties, customers or affairs (collectively, "Confidential Information") obtained by him at any time during the term, except to the extent required by Executive's performance of assigned duties for the Company. Notwithstanding anything herein to the contrary, the term "Confidential Information" shall not include information which (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is becomes generally available to the public and other than as a result of disclosure by Executive in violation of this Agreement, (ii) information obtained by you is or becomes available to Executive on a non-confidential basis from a source other than pursuant the Company, provided that such source is not known by Executive to be furnishing such information in violation of a confidentiality agreement with or other obligation of secrecy to the Company or (iii) has been made available, or is made available, on an unrestricted basis to a third party by the Company, by an individual authorized to do so. Executive may use and disclose Confidential Information to the extent necessary to assert any right or defend against any claim arising under this Agreement or pertaining to Confidential Information or its use, to the extent necessary to comply with any applicable statute, constitution, treaty, rule, regulation, ordinance or order, whether of the United States, any state thereof, or any other jurisdiction applicable to Executive, or if Executive receives a request to disclose all or any part of the information contained in connection with your employmentthe Confidential Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body or agency, whether of the United States or any state thereof, or any other jurisdiction applicable to Executive.

Confidential Information. For Except as authorized in writing by the purposes of this AgreementBoard or as necessary in carrying out Executive's responsibilities for SCIO, “Confidential Information” shall mean Executive will not at any and all non-publictime during or following Executive's employment with SCIO divulge, proprietary furnish, or other confidential make accessible to anyone or use in any way, any confidential, proprietary, or secret knowledge or information of the Company SCIO that Executive has acquired or its affiliates disclosed to youwill acquire about SCIO, to which you have accesswhether developed by Executive or by others, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, concerning (i) know-how, any trade secrets, (ii) any confidential, proprietary, or secret designs, inventions, discoveries, concepts, information, works, materialsprograms, processes, methodsformulae, dataplans, softwaredevices, programsor material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of SCIO, apparatus(iii) any customer or supplier lists, designs (iv) any confidential, proprietary, or secret development or research work, (v) any strategic or other business, marketing, or sales plans, systems or techniques, (vi) any financial data or plans, or (vii) any other confidential or proprietary information or secret aspects of the business of SCIO (collectively referred to as "Confidential Information"). Executive acknowledges that the Confidential Information constitutes a unique and the likevaluable asset of SCIO and represents a substantial investment of time and expense by SCIO, and that any disclosure or other intellectual property use of such Confidential Information other than for the sole benefit of SCIO would be wrongful and would cause irreparable harm to SCIO. Executive will refrain from intentionally committing any acts that would materially reduce, and will take reasonable steps to protect, the value of which such Confidential Information to SCIO. The foregoing obligations of confidentiality will not apply to any knowledge or information that (i) is contingent upon maintaining now or subsequently becomes generally publicly known, other than as a direct or indirect result of the confidentiality thereofbreach by Executive of this Agreement, (ii) information regarding the business of the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work is independently made available to Executive in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materialsgood faith by a third party who has not violated a confidential relationship with SCIO, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding is required to be disclosed by law or legal process. Executive understands and agrees that Executive's obligations under this Agreement to maintain the skills and compensation confidentiality of the employees, contractors, and any other service providers of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate SCIO's Confidential Information is in any way addition to any information disclosed by the Company obligations of Executive under applicable statutory or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentcommon law.

Confidential Information. For The Executive acknowledges that in the purposes course of this Agreementperforming services for the Company and its affiliates, “Executive may create (alone or with others), learn of, have access to, and/or receive Confidential Information” shall mean any , and the Company hereby agrees to provide the Executive with Confidential Information in the course of the Executive’s performance of services for the Company and its affiliates. The Executive recognizes that all non-public, proprietary or other confidential information such Confidential Information is the sole and exclusive property of the Company or and its affiliates disclosed to you, or of third parties to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-how, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of the Company or an affiliate owes a duty of confidentiality, that it is the Company’s policy to safeguard and keep confidential all such Confidential Information, and that ADMIN/21794887v3 disclosure of Confidential Information to an unauthorized third party would cause irreparable damage to the Company and its affiliates. Executive agrees that, during employment with the Company or an affiliate (including prior to the Effective Date), except as required by the duties of Executive’s employment with the Company or any of its affiliates, including its productsExecutive will not, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by without the Company or its affiliates, (iii) information regarding the skills and compensation written consent of the employeesCompany, contractorswillfully disseminate or otherwise disclose, and directly or indirectly, any other service providers of the Company Confidential Information disclosed to Executive or its affiliates, (iv) the existence of any business discussions, negotiations, otherwise obtained by Executive during his or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by her employment with the Company or its affiliates, and will take all necessary precautions to prevent disclosure, to any unauthorized individual or entity (vii) whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, the terms Company or any affiliate), and conditions of this Agreement. For purposes of this Agreement, will use the Confidential Information solely for the benefit of the Company and its affiliates and will not use the Confidential Information for the benefit of any other person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as the Confidential Information remains Confidential Information. Anything herein to the contrary notwithstanding, Executive shall not include and your obligation shall not extend to be restricted from: (i) disclosing information which that is generally available required to be disclosed by law, court order or other valid and appropriate legal process; provided, however, that in the public and event such disclosure is required by law, Executive shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by Executive; (ii) information obtained reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation, and Executive shall not need the prior authorization of the Company to make any such reports or disclosures and shall not be required to notify the Company that he or she has made such reports or disclosures; (iii) disclosing a trade secret (as defined by you 18 U.S.C. § 1839) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, in either event solely for the purpose of reporting or investigating a suspected violation of law; or (iv) disclosing a trade secret (as defined by 18 U.S.C. § 1839) in a complaint or other than pursuant to document filed in a lawsuit or in connection with your employmentother proceeding, if such filing is made under seal.

Confidential Information. For (a) Executive acknowledges and agrees that Confidential Information concerning the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary business or other confidential information affairs of the Company or and any of its affiliates disclosed Affiliates (which will include certain third party confidential information entrusted to youthe Company and its Affiliates) will be obtained by, to which you have accesscreated by, or disclosed or made available to Executive while Executive is employed by the Company. Executive agrees that Confidential Information (other than certain third party information owned by such third parties) is the property of which you otherwise become awarethe Company and/or its Affiliates, in each as the case whether in oralmay be. Executive agrees that at all times during the Employment Period and thereafter, writtenExecutive shall not use (even for Executive’s own purposes) or disclose any Confidential Information to any person or entity without written authorization from the Board, graphic except for the direct benefit of the Company and its Affiliates during the Employment Period and strictly on a need-to-know basis with persons and/or entities that have executed confidentiality agreements with the Company and its Affiliates. Executive shall deliver to the Company on the End Date, or machine readable format any other time as the Company may request, includingany Company Property and all memoranda, without limitationnotes, (i) know-howplans, trade secretsdocuments, inventions, discoveries, concepts, electronically stored and hard copy information, worksinformation technology assets and devices, materialsrecords, processesreports, methodscomputer files, datadisks and tapes, softwareprintouts and software and other documents and data (and copies thereof) embodying or relating to Confidential Information, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding Work Product or the business of the Company or any of its affiliatesAffiliates that Executive may then possess or have under Executive’s custody or control. (b) 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 the Employment Period, including its productsExecutive believes Executive is being asked to engage in work that will, servicesor will be likely to, budgetsjeopardize any confidentiality or other obligations Executive may have to former employers, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing Executive shall immediately advise the CEO so that Executive’s duties can be modified appropriately. Executive represents and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating warrants to prospective business opportunitiesthe Company that Executive took nothing with Executive which belonged to any former employer when Executive left Executive’s prior position(s), and all other conceptsthat Executive does not have in Executive’s possession, ideascustody or control any information that 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 Executive shall not be permitted to use or information prepared or performed for or by refer to any such materials in the Company or its affiliates, (iii) information regarding the skills performance of Executive’s duties hereunder. Executive further represents and compensation warrants that as of the employeesEffective Date, contractorsexcept as set forth on Exhibit A, and Executive is not bound by any other service providers of the Company or its affiliatesconfidentiality, (iv) the existence of any business discussionsnon-disclosure, negotiationsinvention assignment, or agreements between the Company or its affiliates and any third partyother related agreement, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of than this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employment.

Confidential Information. (a) During the course of Employee’s employment with the Company, Employee has learned and will continue to learn of Confidential Information (as defined below), and has developed and will continue to develop Confidential Information on behalf of the Company and its Affiliates. Employee agrees that she will not use or disclose to any third party (except as required by applicable law or for the proper performance of Employee’s regular duties and responsibilities for the Company) any Confidential Information obtained by Employee incident to his employment or any other association with the Company or any of its affiliates. Employee agrees that this restriction will continue to apply after Employee’s employment terminates, regardless of the reason for such termination. For the avoidance of doubt, (i) nothing contained in this Agreement limits, restricts or in any other way affects Employee’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to such governmental agency or entity and (ii) Employee will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (y) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (z) in a complaint or other document filed under seal in a lawsuit or other proceeding; provided, however, that notwithstanding this immunity from liability, Employee may be held liable if she unlawfully accesses trade secrets by unauthorized means. (b) All documents, records and files, in any media of whatever kind and description, relating to the business, present or otherwise, of the Company or its affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Employee, shall be the sole and exclusive property of the Company. Employee agrees to safeguard all Documents and to surrender to the Company, at the time Employee’s employment terminates or at such earlier time or times as the Board or its designee may specify, all Documents then in Employee’s possession or control. Employee also agrees to disclose to the Company, at the time Employee’s employment terminates or at such earlier time or times as the Board or its designee may specify, all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, any information which Employee has password-protected on any computer equipment, network or system of the Company or its affiliates. (c) For purposes of this Agreement, “Confidential Information” shall mean means any and all non-public, proprietary or other confidential information of the Company and its affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or its affiliates disclosed to youfrom any third party with any understanding, to which you have accessexpress or implied, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, that it will not be disclosed. Confidential Information does not include information: (i) know-howthat enters the public domain, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and other than through the like, and Employee’s breach of his obligations under this Agreement or any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business of agreement between Employee and the Company or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work ; (ii) of which Employee was in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating possession on a non-confidential basis prior to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, disclosure during employment; (iii) that is rightfully received on a non-confidential basis from a third party that is not prohibited from disclosing such information regarding by a legal, contractual or fiduciary obligation to the skills and compensation of the employees, contractors, and any other service providers of the Company or its affiliates, Company; (iv) that has been approved for release by authorization of the existence of any business discussions, negotiations, Company; or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed that Employee can demonstrate is independently developed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Employee without reference to Confidential Information shall not include and your obligation shall not extend to (i) information which is generally available to the public and (ii) information obtained by you other than pursuant to or in connection with your employmentInformation.

Confidential Information. For The Company (and, if applicable, its predecessors) shall provide Executive with, and Executive shall become acquainted with, information related to the purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have access, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howbusiness affairs, trade secrets, inventionsand other matters of the Company and its subsidiaries which is of a proprietary or confidential nature, discoveriesincluding but not limited to the operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value "Confidential Information") concerning the business of which the Company, its predecessors and their respective subsidiaries. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereofCompany 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) information regarding the business Executive is required by order of a court of competent jurisdiction (by subpoena or similar process), governmental agency, or similar tribunal, 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use by the skills hotel and compensation hospitality industry (the "Hotel Industry"), other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, Hotel Industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public and (ii) information obtained Hotel Industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company or any of its subsidiaries. At such time as Executive shall cease to be employed by you other than the Company, or if the Company terminates the Agreement pursuant to Paragraph 18, Executive will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or in connection with your employmentcreated by him.

Confidential Information. For (a) The Executive shall not disclose or, directly or indirectly, use at any time, during the purposes Employment Period or thereafter, any Confidential Information (as defined below) of this Agreementwhich the Executive is or becomes aware, “whether or not such information is developed by her, 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 of Directors, (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 mean any promptly inform the Company in writing of such event, shall reasonably 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 all non-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 reasonable steps to safeguard Confidential Information in her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Executive acknowledges that the Confidential Information obtained by her during the course of her employment with the Company is the sole and exclusive property of the Company and its Subsidiaries, as applicable. (b) The Executive understands that the Company and its Subsidiaries will receive from third parties confidential or proprietary or information (“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 confidential information than personnel and agents of the Company or its affiliates disclosed Subsidiaries who need to youknow such information in connection with their work for the Company or its Subsidiaries) or use, except in connection with her 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 which you have accessthe public and that is related in any way to the actual or anticipated business of the Company, its Subsidiaries, its Affiliates or any of which you otherwise become awaretheir respective predecessors in interest, in each case whether in oral, written, graphic or machine readable form, including, without limitation, including but not limited to (i) know-howbusiness development, trade secrets, inventions, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs growth and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereofstrategic business plans, (ii) information regarding the business of the Company properties available for acquisition, financing development or its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliatessale, (iii) information regarding the skills accounting and compensation of the employees, contractors, and any other service providers of the Company or its affiliatesbusiness methods, (iv) services or products and the existence marketing of any business discussions, negotiations, or agreements between the Company or its affiliates such services and any third partyproducts, (v) all documents fees, costs and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliatespricing 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 unpatentable and whether or not reduced to practice, (xiii) copyrightable works, (xiv) all third-party information held in confidence by the Company or its affiliatestechnology and trade secrets, (xv) confidential terms of material agreements and customer relationships, and (viixvi) the terms all similar and conditions of this Agreementrelated information in whatever form or medium. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) any information which is that has become generally available to the public and (ii) prior to the date the Executive proposes to disclose or use such information obtained by you other than pursuant to or in connection with your employmentgeneral know-how of the Executive.

Confidential Information. For Executive acknowledges that in the purposes course of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary or other confidential information of his employment with the Company or (and, if applicable, its affiliates disclosed predecessors), he has been allowed to youbecome, and will continue to which you have accessbe allowed to become, or of which you otherwise become awareacquainted with the Company’s business affairs, in each case whether in oral, written, graphic or machine readable form, including, without limitation, (i) know-howinformation, trade secrets, inventionsand other matters which are of a proprietary or confidential nature, discoveriesincluding but not limited to the Company’s and its affiliates’ and predecessors’ operations, conceptsbusiness opportunities, price and cost information, worksfinance, materialscustomer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, methods, data, software, programs, apparatus, designs and the likeservices, and any other intellectual property confidential information and knowledge (collectively the value “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 which his duties. Executive understands and acknowledges that such Confidential Information is contingent upon maintaining confidential, and he agrees not to disclose such Confidential Information to anyone outside the confidentiality thereof, 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) information regarding the business 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 its affiliates, including its products, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunitiesotherwise restrict such disclosure, and all other concepts, ideas, materials, or information prepared or performed for or by shall only disclose Confidential Information to the Company or its affiliates, minimum extent necessary to comply with any such court order; (iii) information regarding such Confidential Information becomes generally known to and available for use in the skills and compensation Company’s industry (the “laboratory analytical instruments industry”), other than as a result of the employees, contractors, and any other service providers of the Company action or its affiliates, inaction by Executive; or (iv) such information has been rightfully received by a member of the existence of any business discussions, negotiations, laboratory analytical instruments industry or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate has been published in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliates, and (vii) the terms and conditions of this Agreement. For purposes of this Agreement, the Confidential Information shall not include and your obligation shall not extend to (i) information which is a form generally available to the public laboratory analytical instruments industry prior to the date Executive proposes to disclose or use such information. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Company. At such time as Executive shall cease to be employed by the Company, he will immediately turn over to the Company all Confidential Information, including papers, documents, writings, electronically stored information, other property, and (ii) information obtained by you other than pursuant all copies of them provided to or in connection created by [him]/[her] during the course of his employment with your employmentthe Company.

Confidential Information. For The Associate agrees that he will not at any time directly or indirectly use any Confidential Information (as defined below) obtained during the purposes course of this Agreementhis employment with Walmart or in the course of providing consulting services to Walmart under the Consulting Agreement (as defined below) or otherwise, “except as previously authorized by Walmart in writing or in the course of providing services under the Consulting Agreement that have been specifically requested and authorized by Walmart. Additionally, the Associate shall not disclose any Confidential Information” shall mean any and all non-publicInformation obtained during the course of his employment with Walmart or in the course of providing consulting services to Walmart under the Consulting Agreement or otherwise, proprietary or other confidential information of the Company or its affiliates disclosed to you, to which you have accessunless such disclosure is (a) previously authorized by Walmart in writing, or of which you otherwise become aware, in each case whether in oral, written, graphic or machine readable form, (b) required by applicable legal proceeding. In the event that the Associate is required by applicable legal proceeding (including, without limitation, (iby oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, or other legal proceeding) know-howto disclose any Confidential Information, trade secretsthe Associate shall provide Walmart with prompt prior written notice of such requirement. The Associate shall also, inventionsto the extent legally permissible, discoveries, concepts, information, works, materials, processes, methods, data, software, programs, apparatus, designs and the like, and any other intellectual property the value of which is contingent upon maintaining the confidentiality thereof, (ii) information regarding the business provide Walmart as promptly as practicable with a description of the Company or its affiliatesinformation that may be required to be disclosed (and, including its productsif applicable, services, budgets, contracts, reports, investigations, experiments, research, work in progress, drawings, designs, plans, proposals, codes, marketing and sales programs, client lists, client mailing lists, supplier lists, financial projections, cost summaries, pricing formulae, marketing studies relating to prospective business opportunities, and all other concepts, ideas, materials, or information prepared or performed for or by the Company or its affiliates, (iii) information regarding the skills and compensation text of the employeesdisclosure itself) and cooperate with Walmart (at Walmart’s expense) to the extent Walmart may seek to limit such disclosure, contractorsincluding, if requested, by taking all reasonable steps to resist or narrow any such disclosure or to obtain a protective order or other remedy with respect thereto. If a protective order or other remedy is not obtained and any other service providers disclosure is legally required, the Associate shall (a) disclose such information only to the extent required in the written opinion of the Company or its affiliates, (iv) the existence of any business discussions, negotiations, or agreements between the Company or its affiliates and any third party, (v) all documents and other work product generated by you which contain, comment upon, or relate in any way to any information disclosed by the Company or its affiliates, (vi) all third-party information held in confidence by the Company or its affiliatesAssociate’s legal counsel, and (viib) give advance notice to Walmart of the terms and conditions of this Agreementinformation to be actually disclosed as far in advance as is reasonably possible. For purposes of this AgreementIn any such event, the Associate and his legal counsel shall use reasonable commercial efforts to ensure that all Confidential Information shall not include and your obligation shall not extend to (i) information which that is generally available to so disclosed is accorded confidential treatment by the public and (ii) information obtained by you other than pursuant to or in connection with your employmentrecipient thereof.