Common use of No Unauthorized Use or Disclosure Clause in Contracts

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by the Company, make any unauthorized disclosure of, and will prevent the removal from Company WRI’s premises of, Confidential Information or Work Product of Company (or its affiliates)WRI, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company WRI with prompt notice of such requirement prior to making any such disclosure, disclosure so that Company WRI may seek an appropriate protective order. At the request of Company WRI at any time, Executive agrees to deliver to Company WRI all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company WRI (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by the Company exclusively belongs to Company WRI (and not to Executive), and Executive will promptly disclose such Confidential Information to Company WRI and perform all actions reasonably requested by Company WRI to establish and confirm such exclusive ownership. Affiliates of Company the Company, including, without limitation, the Parent, shall be third third-party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesWRI. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information and Work Product to the same extent, and on the same basis, as CompanyWRI’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party all Confidential Information. The Executive agrees that the Executive shall not during the period of the Executive’s employment with the Company and thereafter, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information and Work Product without the Company’s consent. Throughout the Executive’s employment with the Company thereafter: (a) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to the same extentprevent its inadvertent disclosure to any unauthorized person, and on follow all Company policies protecting the same basisConfidential Information; and (b) the Executive shall not, as Companydirectly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s Confidential Information and Work Productduties.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product. Executive agrees that he Executive will not, at any time during or after Executive’s employment by Companywith the Employer, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofEmployer premises, Confidential Information or Work Product of Company (or its affiliates)Product, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company the Employer with prompt notice of such requirement prior to making any such disclosure, so that Company the Employer may seek an appropriate protective order. At the request of Company the Employer at any time, Executive agrees to deliver to Company the Employer all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of Company the Employer (whether now or hereafter existing) conceived, discovered discovered, or made by him Executive during the period of Executive’s employment by Company the Employer exclusively belongs to Company the Employer (and not to Executive), and upon request by the Employer for specified Confidential Information, Executive will promptly disclose such Confidential Information to Company the Employer and perform all actions reasonably requested by Company the Employer to establish and confirm such exclusive ownership. Affiliates of Company the Employer shall be third party beneficiaries of Executive’s obligations under this Article 6VI. As a result of Executive’s employment by Companythe Employer, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company the Employer and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information confidential information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Productwork product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Companyhereunder, make any unauthorized disclosure of, and will prevent the removal from Company CEP’s or the Company’s premises of, Confidential Information or Work Product of Company (or its affiliates)Product, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, disclosure so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company hereunder exclusively belongs to the Company (and not to Executive), and Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company the Company, shall be third third-party beneficiaries of Executive’s obligations under this Article 6Section 6.1. As a result of Executive’s employment by Companyhereunder, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesCEP or the Company. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information confidential information and Work Product work product to the same extent, and on the same basis, as Company’s the Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information. Executive agrees that he Executive will not, at any time during or after Executive’s employment by Companyhereunder, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates)Information, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom or which any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product confidential information of third partiesparties that provide such information to the Company with an expectation of confidence, such as including customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of all such third third-party Confidential Information and Work Product to confidential information in accordance with the same extent, and on the same basis, as Company’s Confidential Information and Work Productobligations relating thereto.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliatesAffiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s 's employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliatesAffiliates), or make any use thereof, except in the carrying out of Executive’s 's responsibilities during the course of Executive’s 's employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s 's employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s 's obligations under this Article 6. As a result of Executive’s 's employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s 's Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or will not make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered discovered, or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he or she will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him or her hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he or she may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him or her during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6III. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will shall not, at any time during or after Executive’s employment by with Company, make any unauthorized disclosure of, and will shall prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by with Company exclusively belongs to Company (and not to Executive), and Executive will shall promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by with Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party all Confidential Information. The Executive agrees that the Executive shall not during the period of the Executive’s employment with the Company and thereafter, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information and Work Product without the Company’s consent. Throughout the Executive’s employment with the Company thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to the same extentprevent its inadvertent disclosure to any unauthorized person, and on follow all Company policies protecting the same basisConfidential Information; and (ii) the Executive shall not, as Companydirectly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s Confidential Information and Work Productduties.

No Unauthorized Use or Disclosure. Executive Employee agrees to use reasonable efforts to preserve and protect the confidentiality of all Confidential Information and of all Work Product containing Confidential Information of the Company and its affiliates. Employee agrees that he Employee will not, at any time during or after ExecutiveEmployee’s employment by with the Company, make any unauthorized disclosure of, and will prevent Employee shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of ExecutiveEmployee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive Employee shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him Employee hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent (a) such Confidential Information has become publicly available other than as a result of a breach of this Agreement by Employee or (b) disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive Employee agrees to deliver to the Company all Confidential Information that he Employee may possess or control. Executive Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Employee during the period of ExecutiveEmployee’s employment by the Company exclusively belongs to the Company (and not to ExecutiveEmployee), and Executive upon request by the Company for specified Confidential Information, Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of ExecutiveEmployee’s obligations under this Article 6. V. As a result of ExecutiveEmployee’s employment by the Company, Executive Employee may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive Employee also agrees to use reasonable efforts to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive acknowledges and agrees that he Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company and that any disclosure or unauthorized use of any Confidential Information by Executive will notcause irreparable harm and loss to the Company. Executive understands and acknowledges that the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties; and (ii) constitutes a protectable business interest of the Company. Executive acknowledges and agrees that the Company owns the Confidential Information. Executive shall not dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by with the Company, make any unauthorized disclosure of, . Executive shall preserve and will prevent protect the removal from Company premises of, confidentiality of all Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in Information. During the carrying out of Executive’s responsibilities during the course period of Executive’s employment with the Company and after Executive’s termination from employment for any reason, Executive shall not directly or indirectly disclose to any unauthorized person or use for Executive’s own account any Confidential Information without the Company’s written consent. Throughout Executive’s employment with the Company and thereafter: (i) Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Company policies protecting the Confidential Information; and (ii) Executive shall not, directly or indirectly, utilize, disclose to anyone, or publish, use for any purpose, exploit, or allow or assist another person or entity to use, disclose or exploit, without prior written authorization of the Board, any Confidential Information or part thereof, except: (1) as permitted in the proper performance of Executive’s duties for the Company, (2) as permitted in the ordinary course of the Company’s business for the benefit of the Company; or (3) as otherwise permitted or required by law. Executive shall use commercially reasonable best efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information. If Executive learns that any person or entity is taking or threatening to take any actions that would compromise any Confidential Information, except as permitted by law, Executive shall promptly advise the Board of all facts concerning such action or threatened action. Confidential Information prepared or compiled by Executive and/or the Company or furnished to Executive during Executive’s employment with the Company shall be the sole and Work Product exclusive property of the Company, and none of such Confidential Information or copies thereof, shall be retained by Executive. Executive shall not remove any documents or electronically stored information that contains Confidential Information from any Company property except as may be required in the performance of Executive’s duties as a Company Executive. Executive shall immediately notify the Company if Executive learns of or suspects any actual or potential unauthorized use or disclosure of Confidential Information concerning the Company. In the event Executive is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by any entity, agency or person in any formal or informal proceeding including, but not limited to, any interview, deposition, administrative or judicial hearing and/or trial, except where prohibited by law, Executive should immediately notify the Company and deliver a copy of the subpoena, process, notice or other request to the same extentCompany as promptly as possible, and on but under no circumstances more than ten (10) days following Executive’s receipt of same; provided, however, Executive is not required to notify the same basisCompany or provide a copy of the subpoena, process, notice or other request where Executive is permitted to make such disclosure of Confidential Information pursuant to this Agreement or applicable law or regulation, as Company’s Confidential Information and Work Productset forth in Article IV.A.(iii) or Article IV.A.(iv).

No Unauthorized Use or Disclosure. Executive agrees that he will shall not, at any time during or after Executive’s employment by with Company, make any unauthorized disclosure of, and will shall prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by with Company exclusively belongs to Company (and not to Executive), and Executive will shall promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by with Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and at all times thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all Company policies protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information or trade secrets to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. The Executive understands that his obligations under this Section terminate only at such time (if any) as the Confidential Information in question becomes generally known to the public other than through a breach of the Executive’s obligations under this Agreement. The Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him the Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work ProductInformation.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Companyhereunder, make any unauthorized disclosure of, and will prevent the removal from Company CEP’s or the Company’s premises of, Confidential Information or Work Product of Company (or its affiliates)Product, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, disclosure so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company hereunder exclusively belongs to the Company (and not to Executive), and Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company the Company, shall be third third-party beneficiaries of Executive’s obligations under this Article 6Section 6(a). As a result of Executive’s employment by Companyhereunder, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesCEP or the Company. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information confidential information and Work Product work product to the same extent, and on the same basis, as Company’s the Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product. Executive agrees that he Executive will not, at any time during or after Executive’s employment by Companywith the Employer, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofEmployer premises, Confidential Information or Work Product of Company (or its affiliates)Product, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of Company the Employer at any time, Executive agrees to deliver to Company the Employer all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of Company the Employer (whether now or hereafter existing) conceived, discovered discovered, or made by him Executive during the period of Executive’s employment by Company the Employer exclusively belongs to Company the Employer (and not to Executive), and upon request by the Employer for specified Confidential Information, Executive will promptly disclose such Confidential Information to Company the Employer and perform all actions reasonably requested by Company the Employer to establish and confirm such exclusive ownership. Affiliates of Company the Employer shall be third party beneficiaries of Executive’s obligations under this Article 6VI. As a result of Executive’s employment by Companythe Employer, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company the Employer and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information confidential information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Productwork product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Companies and, as such, is a special and unique asset of the Companies, and that any disclosure or unauthorized use of any Confidential Information by the Executive may cause irreparable harm and loss to the Companies. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Companies at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other Parties, and (ii) constitutes a protectable business interest of the Companies. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companythe Companies. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Companies’ consent. Throughout the Executive’s employment and at all times thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Companies protecting the Confidential Information; and (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties. Further, the Executive shall not, directly or indirectly, use the Companies’ Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from any customer, client, vendor or supplier of the Companies with whom or which the Companies conducted business; and/or (2) recruit, solicit, hire or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by the Companies. If the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Companies of all facts concerning such action or threatened action. The Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him the Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work ProductInformation.

No Unauthorized Use or Disclosure. Executive Employee agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Employee agrees that he Employee will not, at any time during or after ExecutiveEmployee’s employment by with the Company, make any unauthorized disclosure of, and will prevent Employee shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of ExecutiveEmployee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive Employee shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Employee hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive Employee agrees to deliver to the Company all Confidential Information that he Employee may possess or control. Executive Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Employee during the period of ExecutiveEmployee’s employment by the Company exclusively belongs to the Company (and not to ExecutiveEmployee), and Executive upon request by the Company for specified Confidential Information, Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of ExecutiveEmployee’s obligations under this Article 6. V. As a result of ExecutiveEmployee’s employment by the Company, Executive Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges that: (a) the Company does not voluntarily disclose Confidential Information, but rather takes precautions to prevent dissemination of Confidential Information beyond those employees or agents such as the Executive entrusted with such information; (b) Confidential Information is entrusted to the Executive because of the Executive’s position with the Company; and (c) Confidential Information is of such value and nature as to make it reasonable and necessary for the Executive to protect and preserve the confidentiality and secrecy of the Confidential Information. The Executive further acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive may cause irreparable harm and loss to the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that he will not, the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment by Companyand at all times thereafter: (x) the Executive shall hold all Confidential Information in the strictest confidence, make take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized disclosure ofperson, and will prevent follow all policies of the removal from Company premises ofprotecting the Confidential Information; and (y) the Executive shall not, Confidential Information directly or Work Product of Company (or its affiliates)indirectly, utilize, disclose, or make available to any use thereofother person or entity, except any of the Confidential Information, other than in the carrying out proper performance of the Executive’s responsibilities during duties hereunder. Further, the course Executive shall not, directly or indirectly, use the Company’s Confidential Information to: (1) call upon, solicit business from, attempt to conduct business with, conduct business with, interfere with or divert business away from any customer, client, vendor, or supplier of Executive’s employment the Company with whom or which the Company conducted business; and/or (2) recruit, solicit, hire, or attempt to recruit, solicit, or hire, directly or by assisting others, any persons employed by the Company. If the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. The Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him the Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information. In the event the Executive is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by any entity, agency, or person in any formal or informal proceeding including, but not limited to, any interview, deposition, administrative or judicial hearing, and/or trial, except where prohibited by law, the Executive should immediately notify the Chairman of the Board and Work Product deliver via overnight delivery service a copy of the subpoena, process, notice, or other request to the same extentChairman of the Board; provided, and on however, the same basisExecutive is not required to notify the Chairman of the Board or provide a copy of the subpoena, process, notice, or other request where the Executive is permitted to make such disclosure of Confidential Information pursuant to this Agreement or applicable law or regulation, as Company’s Confidential Information set forth in Article IV.A.(iv) and Work ProductArticle IV.A.(v).

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive may cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (A) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (B) constitutes a protectable business interest of the Company. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party all Confidential Information. The Executive agrees that the Executive shall not at any time (whether during or after the Executive’s employment), directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and Work Product at all times thereafter: (1) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; and (2) the Executive shall not, directly or indirectly, use, disclose, or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties. If the Executive learns that any person or entity is taking or threatening to disclose any Confidential Information, the Executive shall promptly advise the Company of all facts in his possession concerning such action or threatened action. Notwithstanding the foregoing, the Executive shall be permitted to disclose Confidential Information to the same extentextent required by law or by any court, governmental body, or any regulatory or self-regulatory agency, to the extent reasonably necessary in connection with any dispute between the parties, or, during the Term, to the extent that the Executive determines in good faith that such disclosure is necessary and on in the same basis, as best interest of the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company or its affiliates (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company or its affiliates (and not to Executive), and Executive will promptly disclose such Confidential Information to Company or its affiliates, as applicable, and perform all actions reasonably requested by Company or its affiliates, as applicable, to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), affiliates or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Notwithstanding anything to the contrary, Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall shall, to the extent practicable without violating applicable law, provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may may, at its expense, seek an appropriate protective order. At the request of the Company at any time, to the extent practicable without violating applicable law, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work ProductInformation.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, of Confidential Information or Work Product of the Company (or its affiliates), or and will not make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered discovered, or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will not, at any time during or after Executivethe Employee’s employment by the Company, make any unauthorized disclosure of, and will prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except in the carrying out of Executivethe Employee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive the Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Employment Term, or thereafter, all Confidential Information that he may possess or control. Executive The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Employment Term exclusively belongs to the Company (and not to Executivethe Employee), and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executivethe Employee’s obligations under this Article 6Section. As a result of Executivethe Employee’s employment by the Company, Executive the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive Employee agrees that he will not, at any time during or after ExecutiveEmployee’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of ExecutiveEmployee’s responsibilities during the course of ExecutiveEmployee’s employment with Company. Executive Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive Employee shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive Employee agrees to deliver to Company all Confidential Information that he may possess or control. Executive Employee agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of ExecutiveEmployee’s employment by Company exclusively belongs to Company (and not to ExecutiveEmployee), and Executive Employee will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of ExecutiveEmployee’s obligations under this Article 6. As a result of ExecutiveEmployee’s employment by Company, Executive Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product. Nothing in this Article, or in any other provision of this Agreement, prohibits Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, including to the United States Department of Justice, the Securities and Exchange Commission, Congress, and/or any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions or other provisions of federal, state, or local law or regulation. Employee does not need to provide prior notice to the Company to make any such reports or disclosures and Employee is not required to notify Company that Employee has made such reports or disclosures.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by the Company, make any unauthorized disclosure of, and will prevent the removal from Company NTI’s premises of, Confidential Information or Work Product of Company (or its affiliates)NTI, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder or her under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company NTI with prompt notice of such requirement prior to making any such disclosure, disclosure so that Company NTI may seek an appropriate protective order. At the request of Company NTI at any time, Executive agrees to deliver to Company NTI all Confidential Information that he or she may possess or control. Executive agrees that all Confidential Information of Company NTI (whether now or hereafter existing) conceived, discovered or made by him or her during the period of Executive’s employment by the Company exclusively belongs to Company NTI (and not to Executive), and Executive will promptly disclose such Confidential Information to Company NTI and perform all actions reasonably requested by Company NTI to establish and confirm such exclusive ownership. Affiliates of Company the Company, including, without limitation, the Parent, shall be third third-party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesNTI. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information and Work Product to the same extent, and on the same basis, as CompanyNTI’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will shall not, at any time during or after Executive’s employment by with Company, make any unauthorized disclosure of, and will shall prevent the removal from Company premises (which includes for purposes hereof the Home Office) of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by with Company exclusively belongs to Company (and not to Executive), and Executive will shall promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by with Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of Company and its affiliates. Executive agrees that he will not, at any time during or after the termination of Executive’s employment by with Company, make any unauthorized disclosure of, and will shall prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to use reasonable efforts to preserve and protect the confidentiality of all Confidential Information and of all Work Product containing Confidential Information of the Company Entities. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates)Entities, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent (a) such Confidential Information has become publicly available other than as a result of a breach of this Agreement by Executive, (b) the Confidential Information must be disclosed by Executive to perform his obligations and duties hereunder, (c) the Confidential Information is learned independently by the Executive without violation of a duty of confidentiality owed to the Company Entities, or (d) the disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company Entities (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the applicable Company Entity (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesEntities. Executive also agrees to use reasonable efforts to preserve and protect the confidentiality of such third third-party Confidential Information and Work Product Product. Pursuant to the same extentDefend Trade Secrets Act of 2016, and on Executive shall not be held criminally or civilly liable under any Federal or state trade secret law for the same basis, as Company’s disclosure of any Confidential Information that (i) is made (A) in confidence to a Federal, state or local government official, either directly or indirectly, or to an attorney and Work Product(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.

No Unauthorized Use or Disclosure. Executive agrees to use reasonable efforts to preserve and protect the confidentiality of all Confidential Information and of all Work Product containing Confidential Information of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent (i) such Confidential Information has become publicly available other than as a result of a breach of this Agreement by Executive or (ii) disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to use reasonable efforts to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party all Confidential Information. The Executive agrees that the Executive shall not during the period of Executive’s employment with the Company and thereafter, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information and Work Product without the Company’s consent. Throughout the Executive’s employment with the Company thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to the same extentprevent its inadvertent disclosure to any unauthorized person, and on follow all Company policies protecting the same basisConfidential Information; and (ii) the Executive shall not, as Companydirectly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s Confidential Information and Work Productduties.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities Persons to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, Executive may disclose Confidential Information (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the Company, (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (c) as to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3 or (d) to Executive’s spouse, attorney and/or his personal tax and on financial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning. Upon termination of Executive’s employment by the same basisCompany for any reason, as Company’s Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive Consultant agrees to preserve and protect the confidentiality of all Confidential Information or Work Product of the Company (or its affiliates). Consultant agrees that he will not, at any time during or after ExecutiveConsultant’s employment by service relationship with the Company, make any unauthorized disclosure of, and will prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except in the carrying out of ExecutiveConsultant’s responsibilities during the course of ExecutiveConsultant’s employment service relationship with the Company. Executive Consultant shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive Consultant shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive Consultant shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive Consultant agrees to deliver to the Company all Confidential Information that he may possess or control. Executive Consultant agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of ExecutiveConsultant’s employment by service relationship with the Company exclusively belongs to the Company (and not to ExecutiveConsultant), and Executive Consultant will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of ExecutiveConsultant’s obligations under this Article 6. Appendix A. As a result of ExecutiveConsultant’s employment by service relationship with the Company, Executive Consultant may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive Consultant also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not unreasonably remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on the same basis, as Company’s Executive may disclose Confidential Information (i) as such disclosure or use may be required or appropriate in connection with his work as an employee of the Company, (ii) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (iii) as to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3, or (iv) to Executive’s spouse, attorney and/or his personal tax and Work Productfinancial advisors as reasonably necessary or appropriate to advance Executive’s tax, financial and other personal planning (each an “Exempt Person”), provided, however, that any disclosure or use of Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 5.3 by Executive.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will not, at any time during or after Executive’s the Employee's employment by the Company, make any unauthorized disclosure of, and will prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except in the carrying out of Executive’s the Employee's responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive the Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Employment Term, or thereafter, all Confidential Information that he may possess or control. Executive The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Employment Term exclusively belongs to the Company (and not to Executivethe Employee), and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s the Employee's obligations under this Article 6Section. As a result of Executive’s the Employee's employment by the Company, Executive the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s 's Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will not, at any time during or after Executive’s the Employee's employment by the Company, make any unauthorized disclosure of, and will prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except in the carrying out of Executive’s the Employee's responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive the Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Employment Term, or thereafter, all Confidential Information that he may possess or control. Executive The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Employment Term exclusively belongs to the Company (and not to Executive)the Employee, and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s the Employee's obligations under this Article 6Section. As a result of Executive’s the Employee's employment by Company, Executive the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s 's Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or after Executivethe Employee’s employment by Companythe Company or its Affiliates, make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, in each case, except in the carrying out of Executivethe Employee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause inform all persons or entities to whom any Confidential Information shall be disclosed by him hereunder in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such Confidential Information is identified as being confidential, and shall call such identifying xxxx to observe the terms and conditions set forth herein as though each such person or entity was bound herebyrecipient’s attention. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable lawlaw and the Employee is making such disclosure, Executive the Employee shall provide the Company with prompt notice of such requirement requirement, and shall use his commercially reasonable efforts to give such notice prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Term, or thereafter, all Confidential Information that which he may possess or control. Executive The Employee agrees that all Confidential Information of the Company or its Affiliates (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Term, as between the Employee and the Company, exclusively belongs to the Company (and not to Executivethe Employee), and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executivethe Employee’s obligations under this Article 6Section. As a result of Executivethe Employee’s employment by the Company, Executive the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities Persons to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturersventures, and the like, of the Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on Executive may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with her work as an employee of the same basisCompany; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order her to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is so required, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as Companyto such Confidential Information that becomes generally known to the public or trade without her violation of this Section 5.3. Upon termination of Executive’s employment by the Company for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state, or local governmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to herein as “Protected Activities.”

No Unauthorized Use or Disclosure. Executive agrees For purposes of this Section 9, “Company” shall include the Company and each of its Affiliates. The term “Confidential Information” shall mean any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company. Confidential Information includes, regardless of whether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (1) technical information and materials of the Company; (2) business information and materials of the Company; (3) any information or material that he gives the Company an advantage with respect to its competitors by virtue of not being known by those competitors; and (4) other valuable, confidential information and materials and/or trade secrets of the Company. All Confidential Information shall be the sole and exclusive property of the Company. Upon termination of your employment with the Company, for any reason, you shall promptly deliver all documents and materials (including electronically stored information) containing or reflecting Confidential Information, and all copies thereof, to the Company. Notwithstanding the preceding provisions of this Section 9, the term Confidential Information does not include (i) any information that, at the time of disclosure by the Company, is available to the public other than as a result of any unauthorized act by you, or (ii) any information that becomes available to you on a non-confidential basis from a source other than the Company or any of its respective directors, officers, employees, agents or advisors; provided, that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company regarding the information. You agree to preserve and protect the confidentiality of all Confidential Information. You agree that you will not, at any time during your term of employment or after Executive’s employment by Companythereafter, make any unauthorized disclosure of, and will prevent the removal from Company premises of, of Confidential Information or Work Product of Company (or its affiliates)Information, or make any use thereof, except except, in each case, in the carrying out of Executive’s your responsibilities during to the course of Executive’s employment with Company. Executive You further agree to preserve and protect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him you hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive You shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by lawapplicable laws; provided, however, that in the event disclosure is required by applicable lawlaws and you are making such disclosure, Executive you shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At Nothing in this Agreement will prevent you from: (a) making a good faith report of possible violations of applicable law to any governmental agency or entity; or (b) making disclosures that are protected under the request whistleblower provisions of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Productapplicable law.

No Unauthorized Use or Disclosure. Executive Xxxxxxx agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company. Xxxxxxx agrees that he will not, at any time during or after Executive’s his employment by with the Company, make any unauthorized disclosure of, and will prevent he shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of Company (or its affiliates)the Company, or make any use thereof, except except, in each case, in the carrying out of Executive’s his responsibilities during the course of Executive’s employment with Companyhereunder. Executive Xxxxxxx shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of the Company at any time, Executive Xxxxxxx agrees to deliver to the Company all Confidential Information that he may possess or control. Executive Xxxxxxx agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Xxxxxxx during the period of Executive’s his employment by with the Company exclusively belongs to the Company (and not to ExecutiveXxxxxxx), and Executive upon request by the Company for specified Confidential Information, Xxxxxxx will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s Xxxxxxx’ employment by with the Company, Executive he may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliatesthe Company. Executive Xxxxxxx also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on Xxxxxxx may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the same basisCompany; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is so required, Xxxxxxx shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as Company’s to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 6.3. Upon termination of Xxxxxxx’ employment with the Company for any reason, Xxxxxxx shall promptly deliver such Confidential Information and Work Product., and all copies thereof (in whatever form, tangible or intangible), to the Company. No Company policies or practices, including the sections herein addressing confidentiality obligations, are intended to or shall limit, prevent, impede or interfere in any way with Xxxxxxx’ right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct or engage in any activities protected under whistle blower statutes. 6.4

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Exhibit 10.1 Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to use reasonable efforts to preserve and protect the confidentiality of all Confidential Information and of all Work Product containing Confidential Information of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause obligate all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent (a) such Confidential Information has become publicly available other than as a result of a breach of this Agreement by Executive or (b) disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6VI. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to use reasonable efforts to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of Company (or its affiliates)the Company, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of Company and Work Product (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information and/or Work Product, Executive will promptly disclose such Confidential Information and/or Work Product to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information confidential information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Productwork product.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or after Executivethe Employee’s employment by the Company, make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, in each case, except in the carrying out of Executivethe Employee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause inform all persons or entities to whom any Confidential Information shall be disclosed by him hereunder in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such Confidential Information is identified as being confidential, and shall call such identifying xxxx to observe the terms and conditions set forth herein as though each such person or entity was bound herebyrecipient’s attention. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable lawlaw and the Employee is making such disclosure, Executive the Employee shall provide the Company with prompt notice of such requirement requirement, and shall use his commercially reasonable efforts to give such notice prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Term, or thereafter, all Confidential Information that which he may possess or control. Executive The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Term, as between the Employee and the Company, exclusively belongs to the Company (and not to Executivethe Employee), and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executivethe Employee’s obligations under this Article 6Section. As a result of Executivethe Employee’s employment by the Company, Executive the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on the same basis, as Company’s Executive may disclose Confidential Information and Work Product(i) as such disclosure or use may be required or appropriate in connection with his work as an employee of the Company, (ii) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information, (iii) as to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3.

No Unauthorized Use or Disclosure. Executive The Employee agrees that he will preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates, and will not, at any time during or after Executivethe Employee’s employment by Companythe Company[EL2], make any unauthorized disclosure of, and will use his best efforts to prevent the removal from the Company premises of, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, in each case, except in the carrying out of Executivethe Employee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive The Employee shall use commercially reasonable efforts to cause inform all persons or entities to whom any Confidential Information shall be disclosed by him hereunder in accordance with this Agreement about the confidential nature of such Confidential Information, and the Employee shall ensure that such Confidential Information is identified as being confidential, and shall call such identifying xxxx to observe the terms and conditions set forth herein as though each such person or entity was bound herebyrecipient’s attention. Executive The Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable lawlaw and the Employee is making such disclosure, Executive the Employee shall provide the Company with prompt notice of such requirement requirement, and shall use his commercially reasonable efforts to give such notice prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any timethe Company, Executive the Employee agrees to deliver to Company the Company, at any time during the Term, or thereafter, all Confidential Information that which he may possess or control. Executive The Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company Term, as between the Employee and the Company, exclusively belongs to the Company (and not to Executivethe Employee), and Executive the Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executivethe Employee’s obligations under this Article 6Section. As a result of Executivethe Employee’s employment by the Switch & Data Facilities Company, Executive Inc. Employment Agreement Company, the Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive The Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as the Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities Persons to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on Executive may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the same basisCompany; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is so required, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as Companyto such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3. Upon termination of Executive’s employment by the Company for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other Initial ____________ federal, state, or local governmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to herein as “Protected Activities.”

No Unauthorized Use or Disclosure. Executive Consultant agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Consultant agrees that he Consultant will not, at any time during or after Executive’s employment by Companythe Consulting Term, make any unauthorized disclosure of, and Consultant will prevent not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of ExecutiveConsultant’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall Consultant will use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall will be disclosed by him Consultant hereunder to observe preserve and protect the terms confidentiality of such Confidential Information. Provided, however, that Consultant may use or disclose Confidential Information or Work Product to the extent reasonably necessary to perform services for Ramaco Royalty, LLC, any successor to Ramaco Royalty, LLC (collectively, “Ramaco Royalty”) or any other affiliate of the Company, and conditions set forth herein as though each that such person use or entity was bound herebydisclosure shall not be a violation of this Agreement. Executive shall Consultant will have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall Consultant will provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive Consultant agrees to deliver to the Company all Confidential Information that he Consultant may possess or control. Executive Consultant agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Consultant during the period of ExecutiveConsultant’s employment by provision of consulting services to the Company exclusively belongs to the Company (and not to ExecutiveConsultant), and Executive upon request by the Company for specified Confidential Information, Consultant will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall will be third party beneficiaries of ExecutiveConsultant’s obligations under this Article 6. V. As a result of ExecutiveConsultant’s employment by provision of consulting services to the Company, Executive Consultant may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive Consultant also agrees to preserve and protect the confidentiality of such third third-party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive Xxxxxxx agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company. Xxxxxxx agrees that he will not, at any time during or after Executive’s his employment by with the Company, make any unauthorized disclosure of, and will prevent he shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of Company (or its affiliates)the Company, or make any use thereof, except except, in each case, in the carrying out of Executive’s his responsibilities during the course of Executive’s employment with Companyhereunder. Executive Xxxxxxx shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of the Company at any time, Executive Xxxxxxx agrees to deliver to the Company all Confidential Information that he may possess or control. Executive Xxxxxxx agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Xxxxxxx during the period of Executive’s his employment by with the Company exclusively belongs to the Company (and not to ExecutiveXxxxxxx), and Executive upon request by the Company for specified Confidential Information, Xxxxxxx will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s Xxxxxxx’ employment by with the Company, Executive he may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliatesthe Company. Executive Xxxxxxx also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on Xxxxxxx may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the same basisCompany; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is so required, Xxxxxxx shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as Company’s to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 6.3. Upon termination of Xxxxxxx’ employment with the Company for any reason, Xxxxxxx shall promptly deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. No Company policies or practices, including the sections herein addressing confidentiality obligations, are intended to or shall limit, prevent, impede or interfere in any way with Xxxxxxx’ right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct or engage in any activities protected under whistle blower statutes.

No Unauthorized Use or Disclosure. Executive agrees that he she will not, at any time during or after Executive’s employment by Companyhereunder, make any unauthorized disclosure of, and will prevent the removal from Company CEP’s or the Company’s premises of, Confidential Information or Work Product of Company (or its affiliates)Product, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder her under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, disclosure so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he she may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him her during the period of Executive’s employment by Company hereunder exclusively belongs to the Company (and not to Executive), and Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of Company the Company, shall be third third-party beneficiaries of Executive’s obligations under this Article 6Section 6.1. As a result of Executive’s employment by Companyhereunder, Executive may also from time to time have access to, or knowledge of, Confidential Information confidential information or Work Product work product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesCEP or the Company. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information confidential information and Work Product work product to the same extent, and on the same basis, as Company’s the Confidential Information and Work Product.

No Unauthorized Use or Disclosure. The Executive acknowledges and agrees that Confidential Information is proprietary to and a trade secret of the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (a) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (b) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees that he will notnot to dispute, at contest, or deny any time such ownership rights either during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. The Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party all Confidential Information. The Executive agrees that the Executive shall not during the period of the Executive’s employment with the Company and thereafter, directly, or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information and Work Product without the Company’s consent. Throughout the Executive’s employment with the Company thereafter: (a) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to the same extentprevent its inadvertent disclosure to any unauthorized person, and on follow all Company policies protecting the same basisConfidential Information; and (b) the Executive shall not, as Companydirectly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s Confidential Information and Work Productduties.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will use his reasonable efforts to have in place systems designed to prevent the removal from Company Company’s premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive Employee agrees that he will not, at any time during or after ExecutiveEmployee’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of ExecutiveEmployee’s responsibilities during the course of ExecutiveEmployee’s employment with Company. Executive Employee shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive Employee shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive Employee agrees to deliver to Company all Confidential Information that he may possess or control. Executive Employee agrees that all Confidential Information of Company or its affiliates (whether now or hereafter existing) conceived, discovered or made by him during the period of ExecutiveEmployee’s employment by Company exclusively belongs to Company or its affiliates (and not to ExecutiveEmployee), and Executive Employee will promptly disclose such Confidential Information to Company or its affiliates, as applicable, and perform all actions reasonably requested by Company or its affiliates, as applicable, to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of ExecutiveEmployee’s obligations under this Article 65. As a result of ExecutiveEmployee’s employment by Company, Executive Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by the Company, make any unauthorized disclosure of, and will prevent the removal from Company WNR’s premises of, Confidential Information or Work Product of Company (or its affiliates)WNR, or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with the Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder under this Agreement to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder under this Agreement to keep confidential any Confidential Information if and to the extent that disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company WNR with prompt notice of such requirement prior to making any such disclosure, disclosure so that Company WNR may seek an appropriate protective order. At the request of Company WNR at any time, Executive agrees to deliver to Company WNR all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company WNR (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by the Company exclusively belongs to Company WNR (and not to Executive), and Executive will promptly disclose such Confidential Information to Company WNR and perform all actions reasonably requested by Company WNR to establish and confirm such exclusive ownership. Affiliates of Company the Company, including, without limitation, the Parent, shall be third third-party beneficiaries of Executive’s obligations under this Article 6‎5. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, venturers and the like, of Company and its affiliatesWNR. Executive also agrees to preserve and protect the confidentiality of such third third-party Confidential Information and Work Product to the same extent, and on the same basis, as CompanyWNR’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates)Affiliates, or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially all reasonable efforts to cause all persons or entities Persons to whom any Confidential Information shall be disclosed by him Executive hereunder to observe preserve and protect the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice confidentiality of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderConfidential Information. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliatesAffiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product Product. Notwithstanding anything contained in this Agreement to the same extentcontrary, and on Executive may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the same basisCompany; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however, that in the event disclosure is so required, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as Companyto such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3. Upon termination of Executive’s employment by the Company for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state, or local governmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to herein as “Protected Activities.”

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or will not make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom which any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered discovered, or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Executive agrees that he will not, at any time during or after the termination of Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent he shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Board for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article 6. V. As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom which any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that that, in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective orderorder or otherwise contest such disclosure. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company or its affiliates (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company or its affiliates (and not to Executive), and Executive will promptly disclose such Confidential Information to Company or its affiliates, as applicable, and perform all actions reasonably requested by Company or its affiliates, as applicable, to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 65. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees that he Executive will not, at any time during or after Executive’s employment by with the Company, make any unauthorized disclosure of, and will prevent Executive shall not remove from the removal from Company premises ofor other authorized premises, Confidential Information or Work Product of the Company, or with respect to any Confidential Information or Work Product of the Company (excluding the Company’s Affiliates, except to the extent such Confidential Information or its affiliates), Work Product of the Company’s Affiliate is disclosed or provided to Executive) make any use thereof, except except, in each case, in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound herebyhereunder. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable lawlaw and Executive is making such disclosure, Executive shall provide the Company with prompt notice of such requirement requirement, and shall use Executive’s reasonable best efforts to give such notice prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to the Company, at any time during the term of employment when requested by the Company and upon the termination of such employment, all Confidential Information that he Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third third-party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.V.

No Unauthorized Use or Disclosure. Executive agrees that he will not, not at any time during or after Executive’s employment by CompanyEHR, make any unauthorized disclosure of, and will prevent the removal from Company premises of, of Confidential Information or Work Product of Company EHR (or its affiliates), or and will not make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with CompanyEHR. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall will have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by applicable law; provided, however, that in the event disclosure is required by applicable law, Executive shall must provide Company EHR with prompt notice of such requirement prior to making any such disclosure, so that Company EHR may seek an appropriate protective order. At the request of Company EHR at any time, Executive agrees to deliver to Company EHR all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company EHR (whether now or hereafter existing) conceived, discovered discovered, or made by him during the period of Executive’s employment by Company EHR exclusively belongs to Company EHR (and not to Executive), and Executive will promptly disclose such Confidential Information to Company EHR and perform all actions reasonably requested by Company EHR to establish and confirm such exclusive ownership. Affiliates of Company shall EHR will be third party beneficiaries of Executive’s obligations under this Article 6Article. As a result of Executive’s employment by CompanyEHR, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company EHR and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as CompanyEHR’s Confidential Information and Work Product.

No Unauthorized Use or Disclosure. Executive agrees For purposes of this Section 9, “Company” shall include the Company and each of its Affiliates. The term “Confidential Information” shall mean any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to the Company. Confidential Information includes, regardless of whether such information or materials are expressly identified or marked as confidential or proprietary, and whether or not patentable: (1) technical information and materials of the Company; (2) business information and materials of the Company; (3) any information or material that he gives the Company an advantage with respect to its competitors by virtue of not being known by those competitors; and (4) other valuable, confidential information and materials and/or trade secrets of the Company. All Confidential Information shall be the sole and exclusive property of the Company. Upon termination of your employment with the Company, for any reason, you shall promptly deliver all documents and materials (including electronically stored information) containing or reflecting Confidential Information, and all copies thereof, to the Company. Notwithstanding the preceding provisions of this Section 9, the term Confidential Information does not include (i) any information that, at the time of disclosure by the Company, is available to the public other than as a result of any unauthorized act by you, or (ii) any information that becomes available to you on a non-confidential basis from a source other than the Company or any of its respective directors, officers, employees, agents or advisors; provided, that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company regarding the information. You agree to preserve and protect the confidentiality of all Confidential Information. You agree that you will not, at any time during your term of employment or after Executive’s employment by Companythereafter, make any unauthorized disclosure of, and will prevent the removal from Company premises of, of Confidential Information or Work Product of Company (or its affiliates)Information, or make any use thereof, except except, in each case, in the carrying out of Executive’s your responsibilities during to the course of Executive’s employment with Company. Executive You further agree to preserve and protect the confidentiality of all confidential information of third parties provided to the Company by such third parties with an expectation of confidentiality. You shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him you hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive You shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by lawapplicable laws; provided, however, that in the event disclosure is required by applicable lawlaws and you are making such disclosure, Executive you shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At You understand that this program is being offered to a select group of key executives at the request Company and it is important that both the existence of Company at any time, Executive agrees to deliver to Company all Confidential Information this program and your participation be kept strictly confidential. You hereby acknowledge and agree that he may possess or control. Executive agrees that all Confidential Information you will keep the terms and conditions of Company (whether now or hereafter existing) conceived, discovered or made by him during this letter agreement and the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive)subject matter hereof strictly confidential, and Executive will promptly not, except as required by law, disclose such Confidential Information terms and such subject matter to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates any person other than your immediate family or legal or financial advisers (who also must keep the terms of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, letter agreement and the like, subject matter hereof confidential). Nothing in this Agreement will prevent you from: (a) making a good faith report of Company and its affiliates. Executive also agrees possible violations of applicable law to preserve and protect any governmental agency or entity; or (b) making disclosures that are protected under the confidentiality whistleblower provisions of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Productapplicable law.

No Unauthorized Use or Disclosure. Executive Employee agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its affiliates. Employee agrees that he Employee will not, at any time during or after ExecutiveEmployee’s employment by with the Company, make any unauthorized disclosure of, and will prevent Employee shall not remove from the removal from Company premises ofpremises, Confidential Information or Work Product of the Company (or its affiliates), or make any use thereof, except except, in each case, in the carrying out of ExecutiveEmployee’s responsibilities during the course of Executive’s employment with Companyhereunder. Executive Employee shall use commercially all reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him Employee hereunder to observe preserve and protect the terms and conditions set forth herein as though each confidentiality of such person or entity was bound herebyConfidential Information. Executive Employee shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive Employee shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order. At the request of the Company at any time, Executive Employee agrees to deliver to the Company all Confidential Information that he Employee may possess or control. Executive Employee agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by him Employee during the period of ExecutiveEmployee’s employment by the Company exclusively belongs to the Company (and not to ExecutiveEmployee), and Executive upon request by the Company for specified Confidential Information, Employee will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of ExecutiveEmployee’s obligations under this Article 6. V. As a result of ExecutiveEmployee’s employment by the Company, Executive Employee may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its affiliates. Executive Employee also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.. FORM A