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

Non-Disclosure and Non-Use of Confidential Information. (a) Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) At all times both during employment of Executive acknowledges that: with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information (as hereinafter defined) is a valuableto any person, specialfirm, and unique asset of the Companycorporation, the unauthorized disclosure reporter, author, producer or use of which could cause substantial injury and loss of profits and goodwill to the Companysimilar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive is may become associated, except (A) as required in a position connection with the performance of trust and subject to a duty of loyalty such Executive’s duties to the Company, and (iiiB) as required to be included in any report, statement or testimony requested by reason of his employment and service any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the Companyextent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive will have access shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. ExecutiveIf the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, thereforeExecutive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises that Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, acknowledges that it is in Executive shall promptly provide the Company’s legitimate business interest Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to restrict Executive’s disclosure or unauthorized use of Confidential Information for in any purpose other than in connection with Executive’s performance of Executive’s duties for the Companymedium, including film, videotape, audiotape and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice writings of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public kind (including the existence books, articles, e-mails, texts, blogs and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessorswebsites), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) Executive acknowledges that: (i) the Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees that during the Period of Employment and following the termination thereof for any reason, the Executive shall not, and shall cause his affiliates and representatives not to, disclose to any individual or natural person, partnership (including a limited liability partnership), corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental authority (each, a “Person”), except (i) to the Executive’s legal, financial, tax or accounting advisors, or (ii) as compelled by law, any Confidential Information for any reason or purpose whatsoever, and the Executive shall not, and shall cause Executive’s affiliates or representatives not to, make use of any of the Confidential Information for their own purposes or for the benefit of any Person except any Company Group Member. In the event that Executive or any of Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information, the Executive shall promptly provide written notice to the Company with prompt written notice of any such Order and to assist the Company, request or requirement so that the Company may seek (at the Company’s sole cost and expense) an appropriate protective order or waive compliance with the provisions of this Section 6(a). If, in asserting the absence of a protective order or the receipt of a waiver hereunder, the Executive or any legal challenges of the Executive’s affiliates or representatives are compelled by law to disclose any Confidential Information to any tribunal, the Executive or appeals of such Order that the Company in its sole discretion pursuesExecutive’s affiliates, and (ii) in complying with any such Orderas applicable, Executive shall limit his disclosure only to may disclose the Confidential Information to the tribunal; provided, that is expressly the Executive or the Executive’s affiliates, as applicable, shall use commercially reasonable efforts to obtain, at the request and sole expense of the Company, an order or other assurance that confidential treatment shall be accorded to such portion of the Confidential Information required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to as the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his controlshall designate. (cii) As used in For purposes of this Agreement, the term “Confidential Information” means shall mean any information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, a confidential or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) proprietary nature concerning (i) the business or affairs of the Company (or such predecessors)Group; provided however, (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. “Confidential Information will Information” shall not include any information that has been published in a form which (i) is or becomes generally available to the public prior other than as a result of disclosure by Executive or any of the Executive’s affiliates to the date receiving party in violation of this Agreement or (ii) becomes available to the Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions any of the information have been separately publishedExecutive’s affiliates on a non-confidential basis from a source other than any Company Group Member, but only if all material features comprising so long as such information have been published in combinationsource is not known by the Executive to be bound by a confidentiality agreement with any of the foregoing prohibiting such disclosure.

Non-Disclosure and Non-Use of Confidential Information. (a) At all times both during employment of Executive acknowledges that: with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information (as hereinafter defined) is a valuableto any person, specialfirm, and unique asset of the Companycorporation, the unauthorized disclosure reporter, author, producer or use of which could cause substantial injury and loss of profits and goodwill to the Companysimilar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive is may become associated, except (A) as required in a position connection with the performance of trust and subject to a duty of loyalty such Executive’s duties to the Company, and (iiiB) as required to be included in any report, statement or testimony requested by reason of his employment and service any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the Companyextent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive will have access shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. ExecutiveIf the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, thereforeExecutive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises Executive he is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, acknowledges that it is in Executive shall promptly provide the Company’s legitimate business interest Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to restrict Executive’s disclosure or unauthorized use of Confidential Information for in any purpose other than in connection with Executive’s performance of Executive’s duties for the Companymedium, including film, videotape, audiotape and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice writings of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public kind (including the existence books, articles, e-mails, texts, blogs and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessorswebsites), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) At all times both during employment of Executive acknowledges that: with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information (as hereinafter defined) is a valuableto any person, specialfirm, and unique asset of the Companycorporation, the unauthorized disclosure reporter, author, producer or use of which could cause substantial injury and loss of profits and goodwill to the Companysimilar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive is may become associated, except (A) as required in a position connection with the performance of trust and subject to a duty of loyalty such Executive’s duties to the Company, and (iiiB) as required to be included in any report, statement or testimony requested by reason of his employment and service any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the Companyextent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive will have access shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. ExecutiveIf the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, thereforeExecutive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises Executive Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, acknowledges that it is in Executive shall promptly provide the Company’s legitimate business interest Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to restrict Executive’s disclosure or unauthorized use of Confidential Information for in any purpose other than in connection with Executive’s performance of Executive’s duties for the Companymedium, including film, videotape, audiotape and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice writings of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public kind (including the existence books, articles, e-mails, texts, blogs and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessorswebsites), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. A. The Confidential Information is provided for the sole purpose, and Recipient agrees to use such information for the sole purpose of the evaluation of the Potential Transaction (the “Business Purpose”). Recipient shall not copy, reproduce, disclose, publish or disseminate any Confidential Information to anyone other than their employees and/or legal and financial advisors (under a duty of confidentiality no less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for the Business Purpose, and Recipient shall use at least the same degree of care used to protect the unauthorized use, disclosure, publications or dissemination of their own Confidential Information, but in any case no less than a reasonable degree of care. Recipient hereby agrees and acknowledges that Recipient will be responsible for a breach of this agreement by the Recipient and their employees and/or legal and financial advisors. B. Recipient accepts the Confidential Information solely for the Business Purpose and in connection with the discussions hereunder. Other than for the Business Purpose, Recipient shall not use Confidential Information for its own or any third party’s benefit. Recipient recognizes and acknowledges the competitive value of the Confident ia l Information and the damage that could result to the Disclosing Party if the Confident ia l Information were used or disclosed except as authorized by this Agreement. C. If Recipient receives notice that they may be required or ordered by any judicial, governmental, or other judicial or regulatory entity to disclose any Confident ia l Information, Recipient shall (a) Executive acknowledges that: give the Disclosing Party sufficient prior written notice in order to contest such requirement or order and, (ib) at the Confidential Information (as hereinafter defined) is Disclosing Party’s sole expense, cooperate with the Disclosing Party in seeking a valuable, special, and unique asset of the Company, the unauthorized disclosure protective order or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and remedy to limit any potential misappropriation the disclosure of such Confidential Information by Executiveto the extent required under this Agreement. D. If this Agreement or any of its terms or any Confidential Information must be disclosed under any law, order, rule or regulation, Recipient shall (a) first give written notice of the intended disclosure to the Disclosing Party, within a reasonable time prior to the time when disclosure is to be made, (b) Executive will not disclose or use at redact mutually agreed upon portions of this Agreement and any time, either during the Term or thereafter, any other Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the fullest extent that such disclosure or use is directly related permitted under any applicable laws, rules and regulations, and (c) submit a request, to and required by Executive’s performance in good faith of duties assigned to Executive be mutually agreed upon by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to assist the Companyparties, at the CompanyDisclosing Party’s sole expense, that such portions and other provisions of this Agreement and/or any other Confidential Information receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only strictest confidence to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosurefullest extent permitted under the laws, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, rules or at regulations of any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his controlapplicable governing body. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) The Executive acknowledges that: (i) the Confidential Information (that as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason result of his employment and service to the Companyby LightPath, Executive he will have access to and be entrusted with trade secret, proprietary and other confidential information, not generally known in the industry in which LightPath is engaged – including, without limitation, non-public information about LightPath’s products, services, concepts, techniques, processes, systems, devices, marketing techniques, finances, business plan(s), compensation structure, pricing, market research, actual and prospective customers, lenders, and suppliers, and all other information of a trade secret, proprietary, or confidential nature (known herein as “Confidential Information”). The Executive agrees that during his employment and at all times thereafter, he will hold in the strictest confidence, and shall not disclose (except as required by applicable law, court order or in connection with the performance of Employee’s duties hereunder) or use for his own benefit or gain (or for the benefit or gain of any person or entity other than LightPath), any such Confidential Information. ExecutiveThe Executive further agrees that upon the termination of his employment, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any timeother time requested by LightPath, either during the Term or thereafterhe will deliver to LightPath all writings, any Confidential Information (as hereinafter defined) of which Executive is or becomes awarecomputer data, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgmentphotographs, or decree of a court other written material or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the tangible thing containing Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosurein the Executive’s possession, misusecustody or control, espionagewhether made, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developedwritten, or obtained by the Company Executive or others, as well as all equipment and property belonging to LightPath. The Executive agrees that he shall retain no copies of such material, either for the Executive’s own use or otherwise. The Executive acknowledges and agrees that his disclosure or use of, any such Confidential Information, or failure to promptly return the materials, equipment or property referenced above, would irreparably harm LightPath. The only exception to this confidentiality and non-disclosure provision is that, in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed a subsequent proceeding in which LightPath alleges a breach by the Company or any predecessors thereof (including those obtained prior to the date Executive of this Agreement) concerning (i) paragraph 5, the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or Executive shall not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. be prohibited from disclosing LightPath’s Confidential Information will not include any information in such proceeding only as is necessary in order to defend against such allegations; provided that has been published in a form generally available the Executive shall cooperate fully with LightPath to the public prior to the date Executive proposes to disclose or use such information. ensure that its Confidential Information will not be deemed to have been published merely because individual portions is filed and maintained under seal with the court. The Executive’s obligations under this paragraph 5 shall survive the termination (and/or assignment) of the information have been separately published, but only if all material features comprising such information have been published in combinationthis Agreement and/or his employment with LightPath.

Non-Disclosure and Non-Use of Confidential Information. (a) At all times both during employment of Executive acknowledges that: with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information (as hereinafter defined) is a valuableto any person, specialfirm, and unique asset of the Companycorporation, the unauthorized disclosure reporter, author, producer or use of which could cause substantial injury and loss of profits and goodwill to the Companysimilar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive is may become associated, except (A) as required in a position connection with the performance of trust and subject to a duty of loyalty such Executive’s duties to the Company, and (iiiB) as required to be included in any report, statement or testimony requested by reason of his employment and service any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the Companyextent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive will have access shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. ExecutiveIf the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, thereforeExecutive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises that Executive is legally compelled to ​ disclose or else stand liable for contempt or suffer censure or penalty. In such cases, acknowledges that it is in Executive shall promptly provide the Company’s legitimate business interest Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to restrict Executive’s disclosure or unauthorized use of Confidential Information for in any purpose other than in connection with Executive’s performance of Executive’s duties for the Companymedium, including film, videotape, audiotape and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice writings of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public kind (including the existence books, articles, e-mails, texts, blogs and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessorswebsites), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) Executive acknowledges Recipient agrees to use reasonable care, but is no event less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information to any direct or indirect parent, majority-owned subsidiary or Affiliate, and their agents and professional advisors, provided that such parry agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Sony Corporation. The purpose of disclosure by the Discloser to the Recipient of the Confidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the enable the Participant to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of such request or order and provides Discloser with sufficient prior notice to allow Discloser to contest such request, requirement or order. b) In consideration of being finished Confidential Information, each party agrees that: , without the prior written consent of the other party, for a period of one (1) year from the date of this Agreement, neither party nor any of their affiliates (including any person or entity directly or indirectly, through one or more intermediaries, controlling a party or controlled by a party or under common control with a party) nor any representative will (i) the Confidential Information acquire or agree, offer, seek or propose to acquire, ownership (as hereinafter defined) is a valuable, special, and unique asset of the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, informationbeneficial ownership as defined in Rule 13d-3 under the Exchange Act of 1934, observations, and data obtained by Executive while employed as amended (the “Exchange Act”) of the assets or business or more than one (1%) percent of the outstanding securities issued by the Company other party or any predecessors thereof of its subsidiaries, or any rights or options to acquire such ownership (including those obtained prior from a third party), unless such an action is taken in response to a third party that has publicly offered (within the date of this Agreement) concerning (i) the business or affairs meaning of the Company (federal securities laws) to purchase a majority interest in the equity securities or assets of the other party and provided that such predecessors)party shall in no way assist, advise, encourage or act in concert with such third party; (ii) products make, or servicesin any way participate in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A of the Exchange. Act) to vote or seek to advise or influence in any matter whatsoever any person or entity with respect to the voting securities of the other party or any to its subsidiaries; (iii) feesform, costs and pricing structures, join or in any way participate in a “group” (within the meaning of ▇▇▇▇▇▇▇ ▇▇ (▇)(▇) ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇) with respect to any voting securities of the other party or any of its subsidiaries; (iv) designs, arrange any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities or assets of the other parry or any of its subsidiaries; or (v) analysesotherwise act, whether alone or in concert with others, to seek to propose to the other party or any of its shareholders any merger, business combination, restructuring, recapitalization or similar transaction to or with the other party or any of its subsidiaries (viunless made in response to a third party that has publicly offered (within the meaning of the federal securities laws) drawingsto purchase a majority interest in the equity securities or assets of the other party and provided that such party shall in no way assist, photographs and reportsadvise, (viiencourage or act in concert with such third party), in each case unless an until specifically invited by the other party or a designated representative. c) computer software and hardwareRecipient agrees that without the Discloser’s prior written consent, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methodsthe Recipient shall not, and processesit shall direct its directors, whether patentable officers, employees and agents having access to the Confidential Information not to, disclose to any third person either that the Recipient has received Confidential Information or unpatentable that discussions or negotiations are taking place concerning a possible transaction between the Recipient and whether the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of its outside counsel that such disclosure must be made by the Recipient in order that the Recipient not commit a violation of law or not reduced to practiceapplicable stock exchange rules, (xii) customers and clients (and all information with respect the recipient has informed the Discloser, prior to such persons) and customer or client listsdisclosure, (xiii) suppliers (and all information with respect that intends to make such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationdisclosure.

Non-Disclosure and Non-Use of Confidential Information. 2.1 Recipient agrees to treat Confidential Information confidential and use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (a) Executive acknowledges that: (i) but in no event less than reasonable care). Recipient warrants that it will take all necessary cautions to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient may disclose the Confidential Information (as hereinafter defined) is only to its directors or employees who have a valuable, special, and unique asset of need to know the Company, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for the Purpose, provided that such party agrees to be bound by this or comparable agreements to the same extent as Recipient is bound and Recipient agrees to be responsible for any purpose other than breach by these employees and directors. Recipient shall not create a copy or reproduce in connection with Executive’s performance any form (electronic or otherwise) any materials or documents containing Confidential Information, except as reasonably necessary to further the Purpose. All copies of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at as of their creation become the property of Discloser. Recipient will return any time, either during the Term or thereafter, any and all tangible Confidential Information (as hereinafter defined) of which Executive is or becomes awareprovided to it by Discloser and copies thereof, whether or not such information is developed by him or herto Discloser within 30 days after Discloser’s written request, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence Recipient shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice destroy such information if Discloser elects so. In case of any such Order and to assist breach of this agreement, the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive Recipient shall limit his disclosure only to return the Confidential Information and all copies thereof immediately. 2.2 The parties acknowledge and agree that is expressly they are part of organizations of one or more legal entities in different jurisdictions and that it may be required for them to be disclosed by such Orderprovide information to their respective Subsidiaries (as defined below). Executive will take all appropriate steps to safeguard Therefore, the parties agree that a) Recipient may disclose Confidential Information to its Subsidiaries without Discloser’s consent, if and to protect it against disclosure, misuse, espionage, loss, the extent such disclosure is required in order to fulfill the Purpose; and b) a disclosure to or by a party’s respective Subsidiaries shall be considered as disclosure to or by the respective party; and c) each party is responsible and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files liable for its respective Subsidiaries’ compliance and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) due delivery of the business obligations set out in this agreement. 2.3 For the purposes of this agreement, “Subsidiaries” shall mean any subsidiary, in which a party holds, directly or indirectly, fifty percent (50%) or more of the Company which Executive may then possess controlling or have under his controlvoting rights. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) Executive acknowledges that: Recipient agrees to use the same degree of care that it uses to protect its own confidential and proprietary information of similar importance (ibut no event less than reasonable care) to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Company may disclose the Confidential Information (as hereinafter defined) is a valuableonly to its employees and any direct or indirect parent, specialmajority-owned subsidiary or Affiliate, and unique asset their employees, agents and professional advisors, provided that such party agrees to be bound by this Agreement to the same extent as Company is bound and Company agrees to be responsible for any breach by these entities, agents and advisors. Affiliate shall mean any entity with more than 50% of its equity owned or controlled directly or indirectly by Koninklijke Philips Electronics N.V. The purpose of disclosure by the Discloser to the Recipient of the CompanyConfidential Information is to allow the Recipient to evaluate and comment upon certain Confidential Information so as to enable the Recipient to evaluate a potential business relationship or strategic transaction between Recipient and Discloser (the “Purpose”). Recipient agrees not to use Confidential Information otherwise for its own or any third party’s benefit for any purpose whatsoever, other than the Purpose, without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to notify Discloser of Initials: / b) Recipient agrees that without the Discloser’s prior written consent, the unauthorized disclosure or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the CompanyRecipient shall not, and (iii) by reason of his employment it shall direct its directors, officers, employees and service to the Company, Executive will have agents having access to the Confidential Information. ExecutiveInformation not to, therefore, acknowledges disclose to any third person either that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Recipient has received Confidential Information for any purpose other than in connection with Executive’s performance or that discussions or negotiations are taking place concerning a possible transaction between the Recipient and the Discloser; provided that the Recipient may make such disclosure if the Recipient has received the written opinion of Executive’s duties for the Company, and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent its outside counsel that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive must be made by the Company Recipient in order that the Recipient not commit a violation of law or applicable stock exchange rules, and the Recipient has been expressly authorized by informed the Board; providedDiscloser, howeverprior to such disclosure, that this sentence shall not be deemed intends to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any make such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. (a) At all times both during employment of Executive acknowledges that: with the Company, and after Executive’s employment relationship with the Company has ended for any reason, Executive agrees that Executive will not, either directly or indirectly, nor will Executive permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information (as hereinafter defined) is a valuableto any person, specialfirm, and unique asset of the Companycorporation, the unauthorized disclosure reporter, author, producer or use of which could cause substantial injury and loss of profits and goodwill to the Companysimilar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any Customer or Prospective Customer; or (iv) take any action that uses Confidential Information for solicitation or marketing for any service or product or on Executive’s behalf or on behalf of any entity other than the Company or any of its Subsidiaries or Affiliates with which Executive is ​ ​ may become associated, except (A) as required in a position connection with the performance of trust and subject to a duty of loyalty such Executive’s duties to the Company, and (iiiB) as required to be included in any report, statement or testimony requested by reason of his employment and service any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the Companyextent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity that is Controlled by Executive is required to disclose Confidential Information pursuant to the foregoing exceptions, Executive will have access shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. ExecutiveIf the Company does not obtain such relief prior to the time that Executive (or such Covered Entity) is legally compelled to disclose such Confidential Information, thereforeExecutive (or such Covered Entity) may disclose that portion of the Confidential Information that counsel to Executive advises Executive Executive is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, acknowledges that it is in Executive shall promptly provide the Company’s legitimate business interest Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to restrict Executive’s disclosure or unauthorized use of Confidential Information for in any purpose other than in connection with Executive’s performance of Executive’s duties for the Companymedium, including film, videotape, audiotape and to limit any potential misappropriation of such Confidential Information by Executive. (b) Executive will not disclose or use at any time, either during the Term or thereafter, any Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the extent that such disclosure or use is directly related to and required by Executive’s performance in good faith of duties assigned to Executive by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice writings of any such Order and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, or at any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his control. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public kind (including the existence books, articles, e-mails, texts, blogs and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessorswebsites), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Non-Disclosure and Non-Use of Confidential Information. A. The Confidential Information is provided for the sole purpose, and Representative agrees to use such information for the sole purpose of the evaluation of the Potential Transaction (the “Business Purpose”). Representative shall not copy, reproduce, disclose, publish or disseminate any Confidential Information to anyone other than their trustees, employees and/or legal and financial advisors (under a duty of confidentiality no less restrictive than the terms hereof whether by pre-existing agreement or relationship) who need to know for the Business Purpose, and Representative shall use at least the same degree of care used to protect the unauthorized use, disclosure, publications or dissemination of their own Confidential Information, but in any case no less than a reasonable degree of care. Representative ▇▇▇▇▇▇ agrees and acknowledges that Representative will be responsible for a breach of this agreement by the Representative and their trustees, employees and/or legal and financial advisors. B. Representative accepts the Confidential Information solely for the Business Purpose and in connection with the discussions hereunder. Other than for the Business Purpose, Representative shall not use Confidential Information for its own or any third party’s benefit. Representative recognizes and acknowledges the competitive value of the Confidential Information and the damage that could result to the Disclosing Party if the Confidential Information were used or disclosed except as authorized by this Agreement. C. If Representative receives notice that they may be required or ordered by any judicial, governmental, or other judicial or regulatory entity to disclose any Confidential Information, Representative shall (a) Executive acknowledges that: give the Disclosing Party sufficient prior written notice in order to contest such requirement or order and, (ib) at the Confidential Information (as hereinafter defined) is Disclosing Party’s sole expense, cooperate with the Disclosing Party in seeking a valuable, special, and unique asset of the Company, the unauthorized disclosure protective order or use of which could cause substantial injury and loss of profits and goodwill to the Company; (ii) Executive is in a position of trust and subject to a duty of loyalty to the Company, and (iii) by reason of his employment and service to the Company, Executive will have access to the Confidential Information. Executive, therefore, acknowledges that it is in the Company’s legitimate business interest to restrict Executive’s disclosure or use of Confidential Information for any purpose other than in connection with Executive’s performance of Executive’s duties for the Company, and remedy to limit any potential misappropriation the disclosure of such Confidential Information by Executiveto the extent required under this Agreement. D. If this Agreement or any of its terms or any Confidential Information must be disclosed under any law, order, rule or regulation, and in particular the California Public Records Act (Cal. Gov. Code Section 6250 et. Seq.) Representative shall (a) first give written notice of the intended disclosure to the Disclosing Party, within a reasonable time prior to the time when disclosure is to be made, (b) Executive will not disclose or use at redact mutually agreed upon portions of this Agreement and any time, either during the Term or thereafter, any other Confidential Information (as hereinafter defined) of which Executive is or becomes aware, whether or not such information is developed by him or her, except to the fullest extent that such disclosure or use is directly related permitted under any applicable laws, rules and regulations, and (c) submit a request, to and required by Executive’s performance in good faith of duties assigned to Executive be mutually agreed upon by the Company or has been expressly authorized by the Board; provided, however, that this sentence shall not be deemed to prohibit Executive from complying with any subpoena, order, judgment, or decree of a court or governmental or regulatory agency of competent jurisdiction (an “Order”); provided, further, however, that (i) Executive agrees to provide the Company with prompt written notice of any such Order and to assist the Companyparties, at the CompanyDisclosing Party’s sole expense, that such portions and other provisions of this Agreement and/or any other Confidential Information receive confidential treatment under the laws, rules and regulations of the body or tribunal to which disclosure is being made or otherwise be held in asserting any legal challenges to or appeals of such Order that the Company in its sole discretion pursues, and (ii) in complying with any such Order, Executive shall limit his disclosure only strictest confidence to the Confidential Information that is expressly required to be disclosed by such Order. Executive will take all appropriate steps to safeguard Confidential Information and to protect it against disclosurefullest extent permitted under the laws, misuse, espionage, loss, and theft. Executive shall deliver to the Company at the Termination Date, rules or at regulations of any time the Company may request, all memoranda, notes, plans, records, reports, electronic information, files and software, and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company which Executive may then possess or have under his controlapplicable governing body. (c) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public (including the existence and content of this Agreement) and that is used, developed, or obtained by the Company in connection with its business, including, but not limited to, information, observations, and data obtained by Executive while employed by the Company or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software and hardware, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) databases and data, (x) accounting and business methods, (xi) inventions, devices, new developments, methods, and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients (and all information with respect to such persons) and customer or client lists, (xiii) suppliers (and all information with respect to such persons) or supplier lists, (xiv) other copyrightable works, (xv) all production methods, processes, technology, and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.