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

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person).

Non-Disclosure of Confidential Information. The NON-DISPARAGEMENT. During the Term and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, Executive shall not, without the written consent of the Boards of Directors of Employer, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of Employer or an Affiliate thereof, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by Executive of Executive’s duties as an employee of Employer, any Confidential Information obtained by Executive while in the employ of Employer or any Affiliate, unless and until such information has become a matter of public knowledge at the time of such disclosure. Executive shall use Executive’s best efforts to prevent the removal of any Confidential Information from the premises of Employer or any of their Affiliates, except as required in connection with the performance of Executive’s duties as an employee of Employer. Executive acknowledges and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the (i) all Confidential Information (iwhether now or hereafter existing) has been conceived, discovered or developed by Executive during the Company at significant effort Term belongs exclusively to Employer and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Informationhim; (ii) that Confidential Information is intended to provide rights to Employer in addition to, not in lieu of, those rights Employer and their Affiliates have under the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any common law and applicable statutes for the protection of the Confidential Information, other than in the proper performance of the Executive’s dutiestrade secrets and confidential information; and (iii) that Confidential Information includes information and materials that may not be explicitly identified or marked as confidential or proprietary. In addition, during the Term and at any time thereafter, Executive shall not use the Confidential Information to attempt to solicit, induce, recruitmake any disparaging remarks, or any remarks that could reasonably be construed as disparaging, regarding Employer or any of their Affiliates, or their officers, directors, employees, partners, or agents. Executive shall not take away clients any action or customers of provide information or issue statements, to the Company; and (iv) if the Executive learns that any person media or entity is taking otherwise, or threatening cause anyone else to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided thatprovide information or issue statements, any Confidential Information that is also a Trade Secret shall be subject to the provisions media or otherwise, regarding Employer or any of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domaintheir Affiliates or their officers, directors, employees, partners, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)agents.

Non-Disclosure of Confidential Information. The Executive Dealer acknowledges and agrees that Confidential Information is Westlake has developed and acquired certain confidential, proprietary to information and trade secrets regarding its business, including, but not limited to, the Company andcontents of this Agreement and any other agreements between Dealer and Westlake, as suchits products, is a special fee structures, customer and unique asset of the Companydealer data, marketing plans and strategies, business plans and strategies, pricing and purchasing policies and practices, computer software, programs, source code, algorithms, record layouts, routines, report formats, data, compilers, assemblers, design concepts, inventions, discoveries, copyrights, concepts and ideas, patents, patent applications, know-how, processes and methods, and that any disclosure or unauthorized use other proprietary business information and intellectual property (collectively, “Confidential Information”), all of any Confidential Information by the Executive will cause irreparable harm and loss to the Companywhich are valuable assets of Westlake. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive Dealer further acknowledges and agrees that it has been or will be granted access to Confidential Information, and that the Company owns economic value of Confidential Information would be destroyed by its unauthorized disclosure, thereby causing significant harm to Westlake, and that this Section is necessary to protect the value of Confidential Information. The Executive agrees not to disputeTherefore, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive Dealer agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold keep all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure confidential and will not directly or indirectly disclose or reveal to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly third party or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Informationutilize for its own benefit, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information pursuant to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided thatthis Agreement, any Confidential Information and any information derived therefrom. Dealer further agrees to notify Westlake in the event that is also it discovers any unauthorized disclosure of Confidential Information and agrees to take all reasonable steps to preserve the confidentiality of Confidential Information. Dealer shall assume responsibility that its employees will similarly preserve Confidential Information and agrees to limit access to Confidential Information to only those employees that have a Trade Secret bona fide need to know Confidential Information. Dealer agrees that upon termination of this Agreement, Dealer will discontinue all use of Confidential Information and, at no cost to Westlake, promptly return all Confidential Information disclosed during the term of this Agreement and any information derived therefrom. The confidentiality obligations of Dealer under this Section shall be subject to the provisions of Section 9(c) survive termination of this Agreement. The foregoing Dealer also agrees that its obligations under this Section shall not also apply to any confidential information or trade secrets of any third party which is already Westlake has agreed to keep confidential and not disclose, and which Dealer has actual or constructive notice of such agreement. The Parties recognize that money damages would not be an adequate remedy to Westlake for breach of this Section and agree that in the public domainevent of a breach of this Section, or Westlake is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through entitled to seek additional judicial relief, including, but not limited to, restraining orders, injunctions and an unauthorized disclosure by the Executive or any other person)accounting.

Non-Disclosure of Confidential Information. The Executive acknowledges (a) Employee recognizes that the Company has developed information that is confidential, proprietary and/or nonpublic that is related to its business, operations, services, finances, clients, customers, policyholders, vendors and agents (“Confidential Information”). Employee understands and agrees that Confidential Information he/she is proprietary to the Company andprohibited from using, as suchdisclosing, is a special and unique asset of the Company, and that any disclosure divulging or unauthorized use of misappropriating any Confidential Information by for his/her own personal benefit or for the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges benefit of any person or entity, except that each and every component of the Employee may disclose Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret pursuant to derive economic value from not being generally known a properly issued subpoena, court order, other legal process, or official inquiry of a federal, state or local taxing authority, or other governmental agency with a legitimate legal right to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns know the Confidential Information. The Executive agrees not to disputeIf disclosure is compelled of Employee by subpoena, contestcourt order or other legal process, or deny as otherwise required by law, Employee agrees to notify Company as soon as notice of such process is received and before disclosure and/or appearance takes place. Employee will use reasonable and prudent care to safeguard and prevent the unauthorized use or disclosure of Confidential Information. Confidential Information shall not include any such ownership rights information that: (a) is or becomes a part of the public domain through no act or omission of Employee or is otherwise available to the public other than by breach of this Agreement; (b) was in Employee’s lawful possession prior to the disclosure and had not been obtained by Employee either during directly or after the Executiveindirectly as a result of Employee’s employment with or other service to the Company. The Executive agrees ; (c) is disclosed to preserve Employee by a third party who has authority from the Company to make such disclosure and protect the confidentiality such disclosure to Employee is not confidential; or (d) is independently developed by Employee outside of all Confidential Information. The Executive agrees that the Executive shall not at any time during the ExecutiveEmployee’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies use of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information. Employee further acknowledges that Employee, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domaincourse of employment, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)has had and will have access to such Confidential Information.

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that Confidential Information is proprietary to during the Company and, as such, is a special and unique asset course of his employment with the Company, and he has become or will become knowledgeable about, in possession of, or privy to, Confidential Information. If such Confidential Information were to be divulged or become known to any competitor of the Company or to any other person outside the employ of the Company or its Affiliates, or if Executive were to be employed by any competitor of the Company or to engage in competition with the Company, the Company or its Affiliates would be harmed. Therefore, subject to the exceptions below, Employee agrees that any disclosure he will not directly or unauthorized use of indirectly: (a) communicate, deliver, exhibit or provide any Confidential Information to any person or entity, except other authorized employees or agents of the Company or Affiliates who have a need to know the such Confidential Information for a proper corporate or business purpose as part of their normal job responsibilities for the Company or Affiliates; (b) use any Confidential Information to compete against the Company or use any Confidential Information for his own personal benefit or for the benefit of any other person or entity other than the Company; (c) aid anyone else in obtaining Confidential Information or disclosing Confidential Information to any third party, or (d) taking any action causing, or fail to take any action necessary to prevent, any such information to lose its character or cease to qualify as Confidential Information. The confidentiality covenant contained in this Section shall be binding upon Executive during his employment with the Company and shall continue thereafter until and unless: (i) the Confidential Information becomes obsolete; (ii) the Confidential Information becomes generally known in the Company’s trade or industry by means other than a breach of this covenant or by the disclosure of Confidential Information by a person under an obligation to maintain the confidentiality of the Confidential Information; or (iv) Executive will cause irreparable harm is required to disclose Confidential Information by valid court order or subpoena, or in response to an inquiry or request by a governmental agency or self-regulatory organization. Executive agrees to notify the Company within five (5) business days of the receipt of any such court order, subpoena or request, to the extent allowed under the law. If a court of proper jurisdiction reviews this provision and loss finds that the temporal scope of this paragraph is unreasonable, Executive agrees that the obligations regarding Confidential Information shall continue for one (1) year after the Termination Date, provided however, that notwithstanding the foregoing, Employee’s confidentiality obligations with respect to trade secrets shall continue for so long as the information qualifies as a trade secret under state or federal law. Nothing in this Section or any other provision of this Agreement, shall be construed to prohibit Executive from reporting conduct to, providing information to, or participating in any investigation or proceeding brought or conducted by, any federal, state, or local government agency or self-regulatory organization. Nothing in this Section or any other provision of this Agreement, shall be construed to prohibit Executive from using Confidential Information in connection with a dispute between Executive and the Company. The Executive understands and specifically acknowledges that each and every component of the Confidential Information (i) has been developed Information, whether reduced to writing or maintained in the mind or memory of Executive and whether compiled by the Company at significant effort and expense and is sufficiently secret to derive Company, an Affiliate, and/or Executive, derives independent economic value from not being generally readily known to other partiesor ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information (iiexcept as otherwise set forth above) constitutes a protectable business interest misappropriation of the Company’s trade secrets. The Executive acknowledges and agrees that all Confidential Information and all records, documents and materials relating to all Confidential Information shall be and remain the sole and exclusive property of the Company owns and that he will, immediately upon termination of his employment, return to the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of Company all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person).

Non-Disclosure of Confidential Information. The Executive recognizes and acknowledges that: (a) in the course of the Executive’s employment by the Employer Entities, it will be necessary for the Executive to acquire information which could include, in whole or in part, information concerning the Employer Entities’ business, sales volume, sales methods, sales proposals, financial statements and agrees that reports, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Employer Entities, the Employer Entities' sources of supply, the Employer Entities' computer programs, system documentation, special hardware, product hardware, related software development, the Employer Entities' manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions, or other confidential or proprietary information belonging to the Employer Entities or relating to the Employer Entities' affairs (collectively referred to herein as the “Confidential Information”); (b) the Confidential Information is proprietary to the Company and, as such, is a special and unique asset property of the CompanyEmployer Entities; (c) the use, and that any misappropriation or disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by would constitute a breach of trust and could cause irreparable injury to the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, Employer Entities; and (iid) constitutes a protectable business interest it is essential to the protection of the Company. The Executive acknowledges Employer Entities' good will and agrees to the maintenance of the Employer Entities' competitive position that the Company owns Confidential Information be kept secret and that the Executive not disclose the Confidential Information. The Executive agrees not Information to dispute, contest, others or deny any such ownership rights either during or after use the Confidential Information to the Executive’s employment with own advantage or the Companyadvantage of others. Confidential Information will not include information otherwise available in the public domain through no act or omission of the Executive. The Executive agrees to preserve hold and protect safeguard the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in trust for the strictest confidenceEmployer Entities, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized personsuccessors and assigns and agrees that he will not, and follow all policies without the prior written consent of the Company protecting the Confidential Information; (ii) the Executive shall notEmployer Entities, directly misappropriate or indirectly, utilize, disclose or make available to anyone for use outside the Employer Entities' organizations at any other person time, either during his employment with any Employer Entity or entitysubsequent to the termination of his employment with the Employer Entities for any reason, including without limitation, termination by any Employer Entity, any of the Confidential Information, other than whether or not developed by the Executive, except as required in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject duties to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Employer Entities.

Non-Disclosure of Confidential Information. The Executive recognizes and acknowledges that: (a) in the course of the Executive’s employment by the Employer Entities, it will be necessary for the Executive to acquire information which could include, in whole or in part, information concerning the Employer Entities’ business, sales volume, sales methods, sales proposals, financial statements and agrees that reports, customers and prospective customers, identity of customers and prospective customers, identity of key purchasing personnel in the employ of customers and prospective customers, amount or kind of customers’ purchases from the Employer Entities, the Employer Entities’ sources of supply, the Employer Entities’ computer programs, system documentation, special hardware, product hardware, related software development, the Employer Entities’ manuals, formulae, processes, methods, machines, compositions, ideas, improvements, inventions, or other confidential or proprietary information belonging to the Employer Entities or relating to the Employer Entities’ affairs (collectively referred to herein as the “Confidential Information”); (b) the Confidential Information is proprietary to the Company and, as such, is a special and unique asset property of the CompanyEmployer Entities; (c) the use, and that any misappropriation or disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by would constitute a breach of trust and could cause irreparable injury to the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, Employer Entities; and (iid) constitutes a protectable business interest it is essential to the protection of the Company. The Executive acknowledges Employer Entities’ good will and agrees to the maintenance of the Employer Entities’ competitive position that the Company owns Confidential Information be kept secret and that the Executive not disclose the Confidential Information. The Executive agrees not Information to dispute, contest, others or deny any such ownership rights either during or after use the Confidential Information to the Executive’s employment with own advantage or the Companyadvantage of others. Confidential Information will not include information otherwise available in the public domain through no act or omission of the Executive. The Executive agrees to preserve hold and protect safeguard the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in trust for the strictest confidenceEmployer Entities, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized personsuccessors and assigns and agrees that he will not, and follow all policies without the prior written consent of the Company protecting the Confidential Information; (ii) the Executive shall notEmployer Entities, directly misappropriate or indirectly, utilize, disclose or make available to anyone for use outside the Employer Entities’ organizations at any other person time, either during his employment with any Employer Entity or entitysubsequent to the termination of his employment with the Employer Entities for any reason, including without limitation, termination by any Employer Entity, any of the Confidential Information, other than whether or not developed by the Executive, except as required in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject duties to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Employer Entities.

Non-Disclosure of Confidential Information. The Executive acknowledges As used in this Agreement, the term “Confidential Information” means any and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset all of the Company’s trade secrets, confidential and proprietary information and all other non-public information and data of the Company or its businesses, including, without limitation, lists of customers, information pertaining to customers, information received from customers, information pertaining to business partners, information received from business partners, information received from any third parties that any disclosure the Company is obligated to keep confidential, marketing plans and strategies, information pertaining to suppliers, pricing information, cost information, research and development information, processes, programs, inventions, business plans, financial information, data compilations, personnel information and information about prospective customers or unauthorized use prospective products and services, whether or not reduced to writing or other tangible medium of any Confidential Information expression, including work product created by the Executive will cause irreparable harm and loss to Employee in rendering services for the Company. The Executive understands During Employee’s employment with the Company and acknowledges that each and every component thereafter, Employee will not use or disclose to others any of the Confidential Information (i) has been developed Information, except as authorized in writing by the Company at significant effort and expense and is sufficiently secret or in the performance of work assigned to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of Employee by the Company. The Executive acknowledges and Employee agrees that the Company owns the Confidential Information and Employee has no rights, title or interest in any of the Confidential Information. The Executive agrees not to disputeAdditionally, contest, Employee will abide by the Company’s policies protecting the Confidential Information. At the Company’s request or deny any such ownership rights either during or after the Executiveupon termination of Employee’s employment with the Company, Employee will immediately deliver to the Company any and all materials (including copies and electronically stored data) containing any Confidential Information in Employee’s possession, custody or control. The Executive agrees to preserve and protect the confidentiality Upon termination of all Confidential Information. The Executive agrees that the Executive shall not at any time during the ExecutiveEmployee’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectlyEmployee will, disclose if requested by the Company, provide the Company with a sworn written statement disclosing whether Employee has returned to any unauthorized person or use for the Executive’s own account Company all materials (including all copies and electronically stored data) containing any Confidential Information without the Companypreviously in Employee’s consentpossession, custody or control. Throughout the ExecutiveEmployee’s employment and for two (2) years thereafter: (i) the Executive confidentiality obligations shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use continue as long as the Confidential Information to attempt to solicitremains confidential, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in becomes generally known to the public domain, through no fault or is generally disclosed by the Company action of Employee or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)others who were under confidentiality obligations as to such information.

Non-Disclosure of Confidential Information. The Executive Employee acknowledges and agrees that he was provided with Confidential Information is proprietary to of the Company and, as such, is a special during his employment. Employee agrees and unique asset of the Company, and reaffirms that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date termination of the Executive’s termination from employment for any reasonhis employment, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive he shall hold maintain all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, confidence and follow all policies of the Company protecting the Confidential Information; (ii) the Executive agrees that he shall not, directly or indirectly, utilizeexcept as expressly authorized by the Company in writing, (i) divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by or make available disclosed to Employee in connection with Employee's employment with the Company or any of its affiliates, or (ii) use any Confidential Information for the benefit of Employee or any third party. If Employee is required in or pursuant to any legal, judicial or administrative proceeding (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Employee shall notify, as promptly as practicable, the Company of such request or requirement so that the Company may seek an appropriate protective order or waive compliance with the provisions of this Agreement, and/or take any other person action deemed appropriate by the Company. If, in the absence of a protective order or entitythe receipt of a waiver hereunder, Employee is compelled or required by law or the order of any of governmental, regulatory or self-regulatory body to disclose the Confidential Information, other than in the proper performance Employee may disclose only that portion of the Executiverequested Confidential Information which Employee is compelled or required to disclose, and Employee will exercise Employee’s duties; (iii) the Executive shall not use reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information to attempt to solicitInformation. This provision is in addition to, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided thatnot in lieu of, any Confidential Information that is also a Trade Secret shall be subject to other confidentiality or non-disclosure agreements by the provisions Employee in favor of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)restrictions afforded trade secrets as defined under applicable law.

Non-Disclosure of Confidential Information. The Executive acknowledges For purposes of this Agreement, the term “Confidential Information” means any and agrees that Confidential Information is all of the Company’s (and its subsidiaries’ or affiliates’) trade secrets, confidential and proprietary to information and all other non-public information and data of or about the Company and(and its affiliates) and its business, as suchincluding, is a special without limitation, lists of customers, information pertaining to customers, marketing plans and unique asset strategies, information pertaining to suppliers, information pertaining to prospective suppliers, pricing information, engineering and technical information, software codes, cost information, data compilations, research and development information, business plans, financial information, personnel information, information received from third parties that the Company has agreed to keep confidential, and information about prospective customers or prospective products and services, whether or not reduced to writing or other tangible medium of expression, including, without limitation, work product created by Executive in rendering services for the Company. During Executive’s employment with the Company and thereafter, Executive will not use or disclose to others any of the Confidential Information, except (a) in the course of Executive’s work for and on behalf of the Company, and that any disclosure (b) with the prior written consent of the Company or unauthorized use (c) as required by law or judicial process, provided Executive promptly notifies the Company in writing of any Confidential Information by the Executive will cause irreparable harm subpoena or other judicial request for disclosure involving confidential information or trade secrets, and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed cooperates with any effort by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes obtain a protectable business interest protective order preserving the confidentiality of the Companyconfidential information or trade secrets. The Executive acknowledges and agrees that the Company owns the Confidential Information, Executive has no rights, title or interest in any of the Confidential Information and that Executive shall and hereby does assign to the Company any right, title or interest of Executive therein. The Additionally, Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with will abide by the Company. The Executive agrees to preserve and protect ’s policies protecting the confidentiality of all Confidential Information, as such policies may exist from time to time. The Executive agrees that At the Executive shall not at any time during the Company’s request or upon termination of Executive’s employment with the Company for any reason, Executive will immediately deliver to the Company any and all materials (including all copies and electronically stored data) containing any Confidential Information in Executive’s possession, custody or control. Upon termination of Executive’s employment with the Company for any reason, Executive will, if requested by the Company, provide the Company with a signed written statement disclosing whether Executive has returned to the Company all materials (including all copies and electronically stored data) containing any Confidential Information previously in Executive’s possession, custody or control. Executive’s confidentiality/non-disclosure obligations under this Agreement continue after the termination of Executive’s employment with the Company for any reason. With respect to any particular trade secret information, Executive’s confidentiality/non- disclosure obligations shall continue as long as such information constitutes a trade secret under applicable law. With respect to any particular Confidential Information that does not constitute a trade secret, Executive’s confidentiality/non-disclosure obligations shall continue for a period of two five (25) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized personyears, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in that becomes generally known to the public domain, through no fault or is generally disclosed action of Executive or others who were under confidentiality obligations with respect to such information. Executive acknowledges and agrees that his obligations under this Section shall survive the expiration or termination of this Agreement and the cessation of his employment with the Company for whatever reason. Executive further acknowledges and agrees that his obligations under this Section shall be construed as independent covenants and that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or is otherwise in terminate Executive’s obligations under this Section or to preclude the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Company from enforcing this Section.

Non-Disclosure of Confidential Information. The In recognition and consideration of Executive's employment, Compensation and Benefits, the information which the Company has given and will give Executive acknowledges regarding the Company's business, the Executive's introduction to the Company's customers and prospective customers made in the course of Executive's employment with the Company, and the carefully-guarded methods of doing business which the Company utilizes and deems crucial to the successful operation of its business, Executive has held, and agrees that to continue to hold and safeguard, the Confidential Information is proprietary to in trust and in a fiduciary capacity for the Company andCompany, as suchits successors and assigns. Executive expressly agrees that he shall not, is a special and unique asset without the prior written consent of the Company, and that any disclosure misappropriate or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to anyone for use outside the Company's organization at any other person time, either during Executive's employment with the Company or entitysubsequent to the termination or nonrenewal of such employment with the Company, for any reason, including without limitation termination by the Company For Cause or Without Cause, any of the Confidential Information, whether or not developed by Executive, except as required by the Company in the performance of Executive's duties to the Company. Notwithstanding the above, term "Confidential Information" shall not include information which becomes generally available to the public (other than as a result of disclosure by the Executive). Furthermore, if you are formally required to disclose any Confidential Information in the proper performance context of a civil, governmental or regulatory proceeding, you shall provide the Executive’s duties; (iii) Company with prompt notice of any such requirement so that the Executive shall not use Company may seek an appropriate protective order or waive compliance with the provisions off this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, you are, in the opinion of your counsel, compelled to disclose Confidential Information or else stand liable for contempt of suffer other censure or penalty, you may disclose that portion of the Confidential Information which your counsel advises you to attempt disclose. In any event, you will not oppose action by, and will cooperate with the civil, governmental or regulatory agency to solicit, induce, recruit, obtain an appropriate protective order or take away clients or customers of other reliable assurance that confidential treatment will be accorded the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person).

Non-Disclosure of Confidential Information. The Executive Dealer acknowledges and agrees that Confidential Information is Kartec has developed and acquired certain confidential, proprietary to information and trade secrets regarding its business, including, but not limited to, the Company andcontents of this Agreement and any other agreements between Dealer and Kartec, as suchits products, is a special fee structures, customer and unique asset of the Companydealer data, marketing plans and strategies, business plans and strategies, pricing and purchasing policies and practices, computer software, programs, source code, algorithms, record layouts, routines, report formats, data, compilers, assemblers, design concepts, inventions, discoveries, copyrights, concepts and ideas, patents, patent applications, know-how, processes and methods, and that any disclosure or unauthorized use other proprietary business information and intellectual property (collectively, “Confidential Information”), all of any Confidential Information by the Executive will cause irreparable harm and loss to the Companywhich are valuable assets of Kartec. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive Dealer further acknowledges and agrees that it has been or will be granted access to Confidential Information, and that the Company owns economic value of Confidential Information would be destroyed by its unauthorized disclosure, thereby causing significant harm to Kartec, and that this Section is necessary to protect the value of Confidential Information. The Executive agrees not to disputeTherefore, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive Dealer agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold keep all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure confidential and will not directly or indirectly disclose or reveal to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly third party or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Informationutilize for its own benefit, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information pursuant to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided thatthis Agreement, any Confidential Information and any information derived therefrom. Dealer further agrees to notify Kartec in the event that is also it discovers any unauthorized disclosure of Confidential Information and agrees to take all reasonable steps to preserve the confidentiality of Confidential Information. Dealer shall assume responsibility that its employees will similarly preserve Confidential Information and agrees to limit access to Confidential Information to only those employees that have a Trade Secret bona fide need to know Confidential Information. Dealer agrees that upon termination of this Agreement, Dealer will discontinue all use of Confidential Information and, at no cost to Kartec, promptly return all Confidential Information disclosed during the term of this Agreement and any information derived therefrom. The confidentiality obligations of Dealer under this Section shall be subject to the provisions of Section 9(c) survive termination of this Agreement. The foregoing Dealer also agrees that its obligations under this Section shall not also apply to any confidential information or trade secrets of any third party which is already Kartec has agreed to keep confidential and not disclose, and which Dealer has actual or constructive notice of such agreement. The Parties recognize that money damages would not be an adequate remedy to Kartec for breach of this Section and agree that in the public domainevent of a breach of this Section, or Kartec is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)entitled to seek additional judicial relief, including, but not limited to, restraining orders, injunctions and judgement.

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive Employee will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect maintain the confidentiality of all Confidential Information. The Executive agrees that the Executive shall , as defined herein, and will not engage in any unauthorized use or disclosure of Confidential Information during employment at any time during the Executive’s employment with the Company GoDaddy and for a period of two (2) years immediately following as long as the date of information is maintained as Confidential Information by GoDaddy. “Confidential Information” refers to proprietary information in any form related to GoDaddy’s business that GoDaddy has not made public or has not authorized for public disclosure and that is not already generally known to the Executive’s termination public or to other persons who might obtain value or competitive advantage from employment for any reason, directly or indirectly, disclose to any unauthorized person its disclosure or use for so long as such proprietary information remains not generally known to the Executivepublic or to such other persons (other than through any breach of Employee’s own account any obligations hereunder). Confidential Information without includes, but is not limited to: a) information identified by GoDaddy as Confidential, Internal Use Only or Proprietary; b) GoDaddy’s trade secrets, information about released or unreleased products, the Companymarketing or promotion of any of GoDaddy’s consent. Throughout the Executiveproducts, GoDaddy’s employment proprietary business policies or practices, litigation strategy or contract negotiations; and for two (2) years thereafter: (ic) the Executive shall hold all intellectual properties of GoDaddy. All Confidential Information is and shall remain the property of GoDaddy, even if disclosed to Employee. Notwithstanding the foregoing, nothing in this Agreement is intended to limit Employee’s rights with respect to any disclosure made in compliance with GoDaddy’s Notice of Immunity under the Defend Trade Secrets Act (as set forth in the strictest confidenceEmployee Handbook). Notwithstanding the foregoing, nothing in this paragraph or any other GoDaddy document or policy prohibits or limits any employees from filing a charge or complaint with, or otherwise communicating with or participating in any investigation or proceeding conducted by, any federal, state or local government agency or commission (“Government Agencies”), including disclosing documents or other information pertaining to GoDaddy without giving notice to, or receiving further authorization from, GoDaddy. Notwithstanding the foregoing, in making any such disclosures or communications, employees should take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies use or disclosure of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the information that may constitute GoDaddy Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (parties other than through an unauthorized disclosure by the Executive or Government Agencies. Employees are also not permitted to disclose any other person)GoDaddy attorney-client privileged communications.

Non-Disclosure of Confidential Information. The Executive acknowledges recognizes that the services Executive performs for the Company Group are special, unique and extraordinary in that Executive may acquire confidential information, trade secrets or other competitive information concerning the operations of the Company Group, the use or disclosure of which could cause the Company Group substantial loss and damages which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, Executive agrees that Confidential Information is proprietary Executive will not at any time during Executive's employment with the Company or thereafter, except in performance of Executive's obligations to the Company andhereunder, as suchdisclose, is a special and unique asset of the Companyeither directly or indirectly, and that any disclosure or unauthorized use of any Confidential Information (as hereinafter defined) that Executive may learn by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component reason of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment his association with the Company. The Executive agrees to preserve and protect the confidentiality of all term "Confidential Information. The Executive agrees that " shall mean any past, present or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information or other material relating to the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reasonbusiness, directly strategies, services or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies activities of the Company protecting Group, including, without limitation, information with respect to the Company Group's operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, including leases, regulatory status, compensation paid to employees or other terms of employment, and trade secrets, market reports, customer investigations, customer lists and other similar information that is proprietary information of the Company Group. Notwithstanding the foregoing, Executive may disclose such Confidential Information; Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company Group or by any administrative body or legislative body (iiincluding a committee thereof) the with jurisdiction to order Executive shall not, directly or indirectly, utilizeto divulge, disclose or make available to any other person or entityaccessible such information; provided, any of the Confidential Informationfurther, other than that in the proper performance of the Executive’s duties; (iii) the event that Executive shall not use the Confidential Information is ordered by any such court or other government agency, administrative body or legislative body to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise disclose any Confidential Information, the Executive shall (i) promptly advise notify the Company of all facts concerning such action or threatened action. Provided thatorder, any Confidential Information that is also a Trade Secret shall (ii) at the written request of the Company, diligently contest such order at the sole expense of the Company as expenses occur, and (iii) at the written request of the Company, seek to obtain, at the sole expense of the Company, such confidential treatment as may be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to available under applicable laws for any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)under such order.

Non-Disclosure of Confidential Information. The In recognition and consideration of Executive's employment, Compensation and Benefits, the information which the Company has given and will give Executive acknowledges regarding the Company's business, the Executive's introduction to the Company's customers and prospective customers made in the course of Executive's employment with the Company, and the carefully-guarded methods of doing business which the Company utilizes and deems crucial to the successful operation of its business, Executive has held, and agrees that to continue to hold and safeguard, the Confidential Information is proprietary to in trust and in a fiduciary capacity for the Company andCompany, as suchits successors and assigns. Executive expressly agrees that he shall not, is a special and unique asset without the prior written consent of the Company, and that any disclosure misappropriate or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to anyone for use outside the Company's organization at any other person time, either during Executive's employment with the Company or entitysubsequent to the termination or nonrenewal of such employment with the Company, for any reason, including without limitation termination by the Company For Cause or Without Cause, any of the Confidential Information, whether or not developed by Executive, except as required by the Company in the performance of Executive's duties to the Company. Notwithstanding the above, term "Confidential Information" shall not include information which becomes generally available to the public (other than in the proper performance as a result of disclosure by the Executive’s duties; (iii) the Executive shall not use the Confidential Information ). Furthermore, if you are formally required to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, disclose any Confidential Information in the context of a civil, governmental or regulatory proceeding, you shall provide the Company with prompt notice of any such requirement so that is also a Trade Secret shall be subject to the Company may seek an appropriate protective order or waive compliance with the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already If, failing the entry of a protective order or the receipt of a waiver hereunder, you are, in the public domainopinion of your counsel, compelled to disclose Confidential Information or is generally disclosed by else stand liable for contempt of suffer other censure or penalty, you may disclose that portion of the Company Confidential Information which your counsel advises you to disclose. In any event, you will not oppose action by, and will cooperate with the civil, governmental or is otherwise in regulatory agency to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Confidential Information.

Non-Disclosure of Confidential Information. The Executive Consultant acknowledges that, during his relationship with the Company, the Consultant may be privy to all types of information that the Company considers proprietary and/or confidential ("Confidential Information"). Such Confidential Information includes, without limitation, operation plans and agrees techniques, customer lists and contact information, customer preferences, product design, product and supply costs, financial information, trade secrets, and other intellectual property, in each case belonging to the Company (except that information that is readily and lawfully available in the public domain, through no improper conduct on the Consultant's or anyone else's part, will not be considered to be Confidential Information). The Consultant acknowledges that such Confidential Information is proprietary important to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss need for the Company to keep such information confidential. Consequently, to the Company. The Executive understands and acknowledges that each and every component extent the Consultant is or becomes privy to any such Confidential Information, the Consultant agrees to hold in the strictest of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other partiesconfidence, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to disputeuse, contestreproduce, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, otherwise disclose to any unauthorized person or use for the Executive’s own account any third party, such Confidential Information without as long as such information remains proprietary and/or confidential, unless otherwise required to do so by law or appropriate legal process. If the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions Consultant is required by legal process to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise Consultant will provide the Company with prompt notice so that the Company may seek an appropriate protective order or waive the Consultant's compliance with the provisions of all facts concerning such action this letter. If, failing the entry of a protective order or threatened action. Provided thatthe receipt of a waiver hereunder, any the Consultant is, in the opinion of his counsel, legally compelled to disclose Confidential Information, the Consultant may disclose that portion of the Confidential Information which his counsel advises him that he is required to disclose. Consultant will not oppose reasonable action by and will cooperate with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. Consultant also acknowledges that (i) the U.S. securities laws may prohibit any person who has material non-public information about a Trade Secret shall be company from trading in the securities of such company or from communicating such information to any other person in which it is reasonably foreseeable that such other person is likely to trade in such securities; and (ii) Consultant remains subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Company’s xxxxxxx xxxxxxx policy.

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns Executive had access to and received certain confidential and proprietary information and trade secrets of Tarpon and Tarpon Bank used or useful in connection with the operation of Tarpon and Tarpon Bank, including, without limitation, the financial information, research, customer lists, employee information, plans, methods, identity and special needs of customers, ideas, concepts, techniques, models, data, diagrams, business systems and techniques of Tarpon and Tarpon Bank (collectively, "Confidential Information"). All information disclosed to the Executive, or to which the Executive obtained access, which the Executive had reasonable basis to believe to be Confidential Information, or which was treated by Tarpon and Tarpon Bank as being Confidential Information, shall be presumed to be Confidential Information, including information of, and with respect to, customers and employees. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve covenants and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not will not, at any time during the Executive’s employment with the Company all times from and for a period of two (2) years immediately following after the date of the Executive’s termination from employment for any reasonthis Agreement, directly or indirectly, disclose to any unauthorized person or use for the Executive’s 's own account benefit or for the benefit of any person other than Tarpon or Tarpon Bank, or their successors, use, divulge, disseminate, disclose or communicate to any other person any of the Confidential Information without in any manner whatsoever, unless (a) disclosure is made by the Company’s Executive for the benefit of First Busey or its subsidiaries or (b) First Busey otherwise consents to such use or disclosure of any item of the Confidential Information in writing prior to the use or disclosure thereof and then only with respect to those items of Confidential Information specifically described, and only to the extent specifically authorized, in such written consent. Throughout Notwithstanding the Executive’s employment foregoing, Confidential Information may be provided by the Executive in response to a lawful order of a court of competent venue and for two (2) years thereafterjurisdiction, in response to a statutory or regulatory requirement, or in response to a request from an agency having competent jurisdiction; provided, however, the Executive shall provide First Busey with prompt written notice of any such request or requirement so that First Busey may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at as of the time date of the disclosure (other than through an unauthorized disclosure or breach, unless such information is made public as a result of the breach of this Agreement or as a result of a breach by a third party of a contractual, legal or fiduciary obligation to Tarpon or Tarpon Bank, or their successors, which third party breach is known to the Executive, or should reasonably have been known to the Executive based on information generally known by, or available to, the Executive; or (ii) that is developed by any other person)third party without access to the Confidential Information.

Non-Disclosure of Confidential Information. The “Confidential Information” means any and all trade secrets and other information known by Executive acknowledges about the Company’s business plans, present or prospective customers, vendors, products, processes, services or activities, including the costing and agrees that pricing of such services or activities, employees, agents and representatives. Confidential Information is proprietary to does not include (a) information generally known, other than through the Company and, as such, is breach of a special and unique asset of confidentiality agreement with the Company, in the industry in which the Company engages or may engage, or (b) information that is required to be disclosed by law or by any court, arbitrator or administrative or legislative body with jurisdiction to order Executive to disclose or make accessible such information. Executive will not, while this Agreement is in effect or after its termination, directly or indirectly, use or disclose any Confidential Information, except in the performance of Executive’s duties for the Company, to other persons as directed by the Board, or to any governmental agency with jurisdiction over the Company. Executive will use reasonable efforts to prevent unauthorized use or disclosure of Confidential Information and that will take any disclosure and all actions reasonably deemed necessary or unauthorized appropriate by the Company from time to time in its sole discretion to ensure the continued confidentiality and protection of the Confidential Information. Executive will notify the Company promptly and in writing of any circumstances of which Executive has knowledge relating to any possession or use of any Confidential Information by any Person other than those authorized by the terms of this Agreement. “Person” means any natural person, corporation, general partnership, limited partnership, limited liability company or partnership, proprietorship, other business organization, trust, union, association or governmental or regulatory entities, department, agency or authority. Notwithstanding the foregoing, in accordance with the Defend Trade Secrets Act of 2016, Executive will cause irreparable harm not be in breach of this Agreement and loss to will not be held criminally or civilly liable under any federal or state trade secret law for the Company. The Executive understands and acknowledges disclosure of a trade secret that each and every component of the Confidential Information (y) is made (i) has been developed by the Company at significant effort and expense and is sufficiently secret in confidence to derive economic value from not being generally known a federal, state or local government official, either directly or indirectly, or to other parties, an attorney; and (ii) constitutes solely for the purpose of reporting or investigating a protectable business interest suspected violation of the Companylaw; or (z) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s Upon termination of employment with the Company. The , Executive agrees will deliver to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly all writings relating to or indirectly, disclose to any unauthorized person or use for the Executive’s own account any Confidential Information without the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the containing Confidential Information, including, without limitation, notes, memoranda, letters, drawings, diagrams, and printouts, including any tapes, discs or other than forms of recorded information. If Executive violates any provision of this Section while this Agreement is in effect or after termination, the proper performance Company specifically reserves the right, in appropriate circumstances, to seek full indemnification from Executive should the Company suffer any monetary damages or incur any legal liability to any person as a result of the Executive’s duties; (iii) the Executive shall not disclosure or use the of Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the by Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) in violation of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)Section.

Non-Disclosure of Confidential Information. The Executive acknowledges and agrees that Confidential Information is proprietary to the Company and, as such, is a special and unique asset of the Company, and that any disclosure or unauthorized use of any Confidential Information by the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information (i) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other parties, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns Executive had access to and received certain confidential and proprietary information and trade secrets of Tarpon and Tarpon Bank used or useful in connection with the operation of Tarpon and Tarpon Bank, including, without limitation, the financial information, research, customer lists, employee information, plans, methods, identity and special needs of customers, ideas, concepts, techniques, models, data, diagrams, business systems and techniques of Tarpon and Tarpon Bank (collectively, “Confidential Information”). All information disclosed to the Executive, or to which the Executive obtained access, which the Executive had reasonable basis to believe to be Confidential Information, or which was treated by Tarpon and Tarpon Bank as being Confidential Information, shall be presumed to be Confidential Information, including information of, and with respect to, customers and employees. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve covenants and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not will not, at any time during the Executive’s employment with the Company all times from and for a period of two (2) years immediately following after the date of the Executive’s termination from employment for any reasonthis Agreement, directly or indirectly, disclose to any unauthorized person or use for the Executive’s own account benefit or for the benefit of any person other than Tarpon or Tarpon Bank, or their successors, use, divulge, disseminate, disclose or communicate to any other person any of the Confidential Information without in any manner whatsoever, unless (a) disclosure is made by the Company’s Executive for the benefit of First Busey or its subsidiaries or (b) First Busey otherwise consents to such use or disclosure of any item of the Confidential Information in writing prior to the use or disclosure thereof and then only with respect to those items of Confidential Information specifically described, and only to the extent specifically authorized, in such written consent. Throughout Notwithstanding the Executive’s employment foregoing, Confidential Information may be provided by the Executive in response to a lawful order of a court of competent venue and for two (2) years thereafterjurisdiction, in response to a statutory or regulatory requirement, or in response to a request from an agency having competent jurisdiction; provided, however, the Executive shall provide First Busey with prompt written notice of any such request or requirement so that First Busey may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at as of the time date of the disclosure (other than through an unauthorized disclosure or breach, unless such information is made public as a result of the breach of this Agreement or as a result of a breach by a third party of a contractual, legal or fiduciary obligation to Tarpon or Tarpon Bank, or their successors, which third party breach is known to the Executive, or should reasonably have been known to the Executive based on information generally known by, or available to, the Executive; or (ii) that is developed by any other person)third party without access to the Confidential Information.

Non-Disclosure of Confidential Information. The Executive acknowledges Consultant, by virtue of Consultant’s relationship with the Company, had access to and/or received trade secrets and other confidential and proprietary information about the Company’s business that is not generally available to the public and which has been developed or acquired by the Company at considerable effort and expense (hereinafter “Confidential Information”). Confidential Information includes, but is not limited to, the following types of proprietary information (whether or not reduced to writing or still in development) that is not generally known to the public or to competitors of the Company because the Company has engaged in reasonable efforts to maintain its secrecy: information about the Company’s business plans and strategy, environmental strategy, legal strategy, legislative strategy, finances, marketing, management, operations, and/or personnel. Confidential Information does not include information that arises from Consultant’s general training, knowledge, skill or experience, whether gained on the job or otherwise, information that is readily ascertainable to the public, or information that Consultant otherwise has a right to disclose as legally protected conduct. Consultant agrees that Consultant will hold the Confidential Information in strictest confidence and take reasonable efforts to protect such Confidential Information from disclosure to any third party who is proprietary not authorized to receive, review, or access the Confidential Information. Consultant also agrees to not use Confidential Information on behalf of Consultant or any third party and, by signing this Agreement, affirms that Consultant has returned all Confidential Information to the Company and, as such, does not possess or have access to the Company Confidential Information. The purpose of this provision is a special to protect the Company’s Confidential Information from improper use or disclosure, to the maximum extent permitted by law. This confidentiality obligation does not prohibit or restrict Consultant from initiating any communications with, or responding to any inquiry from, or providing testimony before any federal, state or local regulatory authority, regarding this Agreement or its underlying facts or circumstances. If you have any questions regarding what information would be considered by the Company to be information subject to this provision, you agree to contact Rxxxxxx Xxxxxxxxxxxx, Chief Legal Officer, at Rxxxxxx.Xxxxxxxxxxxx@xxxx.xxx or by mail at 100 Xxxxxxxxx Xxxxx X., 0xx Xxxxx, Xxxxxxxxx XX 00000. Consultant understands these promises are in addition to, not in lieu of, all prohibitions against disclosures and unique asset use of trade secrets and other Confidential Information under any other agreement Consultant entered with the Company, and that any disclosure or unauthorized use of any applicable state and federal law. Nothing in this Agreement prohibits Consultant from disclosing Confidential Information by in the Executive will cause irreparable harm and loss to the Company. The Executive understands and acknowledges that each and every component of the Confidential Information following circumstances: (i1) has been developed by the Company at significant effort and expense and is sufficiently secret to derive economic value from not being generally known to other partiesin confidence, and (ii) constitutes a protectable business interest of the Company. The Executive acknowledges and agrees that the Company owns the Confidential Information. The Executive agrees not to dispute, contest, or deny any such ownership rights either during or after the Executive’s employment with the Company. The Executive agrees to preserve and protect the confidentiality of all Confidential Information. The Executive agrees that the Executive shall not at any time during the Executive’s employment with the Company and for a period of two (2) years immediately following the date of the Executive’s termination from employment for any reason, directly or indirectly, disclose to any unauthorized person a Federal, State, or use local government official, or to an attorney, solely for the Executive’s own account any purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, if Consultant files a retaliation lawsuit for reporting a suspected violation of law, Consultant may disclose related Confidential Information without to Consultant’s attorney and use them in related court proceedings, as long as Consultant files documents containing the Confidential Information under seal and does not otherwise disclose the Confidential Information except pursuant to court order. Except for as provided in Paragraph II.J of this Agreement, if Consultant is compelled by subpoena or other court order to disclose any of the Company’s consent. Throughout the Executive’s employment and for two (2) years thereafter: (i) the Executive shall hold all Confidential Information in the strictest confidence, take all reasonable precautions to prevent its inadvertent disclosure to any unauthorized person, and follow all policies of the Company protecting the Confidential Information; (ii) the Executive shall not, directly or indirectly, utilize, disclose or make available to any other person or entity, any of the Confidential Information, other than in the proper performance Consultant agrees to notify Rxxxxxx Xxxxxxxxxxxx, Chief Legal Officer, at Rxxxxxx.Xxxxxxxxxxxx@xxxx.xxx or by mail at 100 Xxxxxxxxx Xxxxx X., 0xx Xxxxx, Xxxxxxxxx XX 00000 by certified or overnight mail within two business days of the Executive’s duties; (iii) the Executive shall not use the Confidential Information to attempt to solicit, induce, recruit, receiving such a subpoena or take away clients or customers of the Company; and (iv) if the Executive learns that any person or entity is taking or threatening to take any actions which would compromise any Confidential Information, the Executive shall promptly advise the Company of all facts concerning such action or threatened action. Provided that, any Confidential Information that is also a Trade Secret shall be subject to the provisions of Section 9(c) of this Agreement. The foregoing shall not apply to any information which is already in the public domain, or is generally disclosed by the Company or is otherwise in the public domain at the time of disclosure (other than through an unauthorized disclosure by the Executive or any other person)court order.