Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is will the Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or of the Company’s trade secrets Company without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. (i) During and after the Executive’s employment with the CompanyCompany or Company Affiliates, the Executive will not knowingly, directly or indirectly through an intermediary, use, disclose, copy disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s duties with the Company or Company Affiliates as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior (ii) with respect to any such disclosure other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Executive shall provide the Company with prompt written notice enforcement of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionthis Agreement; or (iiiii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a8(a); (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (v) as to information that the Executive possessed prior to the commencement of employment with the Company. Nothing In the event the Executive is required or compelled by legal process to disclose any Company Confidential Information, to the extent the Executive is legally permitted to do so, he will promptly inform the Company so that the Company may, at its own expense, present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to reporting possible violations of any U.S. federal, state or local federal law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such federal law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (AFG’s or AAC’s legal department to give notice to) the Company regarding make any such communication reports or disclosure. Notwithstanding the foregoing, under no circumstance is disclosures and the Executive authorized is not required to disclose any information covered by notify AFG or AAC that the Company’s attorney-client privilege Executive has made such reports or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counseldisclosures.

Non-Disclosure. During The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and after for the benefit of the Company, either during the period of the Executive’s employment with the Companyor at any time thereafter, the Executive will not use, disclose, copy or transfer any Confidential Information or other than as authorized confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in writing each case, which has been obtained by the Executive during the Executive’s employment by the Company (or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executiveany predecessor). Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall The foregoing will not apply to information that (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction was known to order the Executive to disclose or make accessible any information; provided, that public prior to any such its disclosure to the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionExecutive; or (ii) as to information that becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or within any representative of the relevant trade Executive; or industry (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than due to immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s violation conduct imposed by the provisions of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entitywho, in each case, that are protected under the whistleblower provisions of any agree to keep such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable lawinformation confidential. The Executive does is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not need be held criminally or civilly liable under any federal or state trade secret law for the prior authorization disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to give notice toan attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he or she files a lawsuit for retaliation by the Company regarding any such communication or disclosure. Notwithstanding the foregoingfor reporting a suspected violation of law, under no circumstance is the Executive authorized to may disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without to the prior written consent Executive’s attorney and use the trade secret information in the court proceeding if he: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the Company’s General Counselexpiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. During and after the Executive’s Participant's employment with the CompanyCompany or its Affiliates, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s Participant's duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to seek an appropriate protective order or other relief and/or object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s Participant's violation of this Section 7(a7(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. (i) During and after the Executive’s employment with the CompanyCompany or Company Affiliates, the Executive will not knowingly, directly or indirectly through an intermediary, use, disclose, copy disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s duties with the Company or Company Affiliates as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior (ii) with respect to any such disclosure other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Executive shall provide the Company with prompt written notice enforcement of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionthis Agreement; or (iiiii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a8(a); (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (v) as to information that the Executive possessed prior to the commencement of employment with the Company. Nothing In the event the Executive is required or compelled by legal process to disclose any Company Confidential Information, to the extent the Executive is legally permitted to do so, he will promptly inform the Company so that the Company may, at its own expense, present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to reporting possible violations of any U.S. federal, state or local federal law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such federal law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive authorized to disclose any information covered by the Company’s attorney-client privilege legal department to make any such reports or attorney work product disclosures and the Executive is not required to notify the Company that the Executive has made such reports or the Company’s trade secrets without the prior written consent of the Company’s General Counseldisclosures.

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing 7(a)Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is will the Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or of the Company’s trade secrets Company without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. During and after the Executive’s Participant's employment with the Company, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s Participant's duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to seek an appropriate protective order or other relief and/or to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s Participant's violation of this Section 7(a7(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after the ExecutiveParticipant’s employment with the CompanyCompany or its Affiliates, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the ExecutiveParticipant’s duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 7(a7(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Participant understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. During Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s assigned duties and after for the benefit of the Company, either during the period of Executive’s employment with the Companyor at any time thereafter, the Executive will not use, disclose, copy or transfer any Confidential Information or other than as authorized confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in writing each case, which has been obtained by Executive during Executive’s employment by the Company (or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executiveany predecessor). Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall The foregoing will not apply to information that (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction was known to order the Executive to disclose or make accessible any information; provided, that public prior to any such its disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionExecutive; or (ii) as to information that becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or within any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the relevant trade Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or industry other than due to the Executive’s violation appropriate protection of this Section 7(asuch information). Nothing in Unless this Agreement shall prohibit or impede the Executive from communicatingis otherwise required to be disclosed under applicable law, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law rule or regulation, or otherwise making disclosures the terms and conditions of this Agreement will remain strictly confidential, and Executive hereby agrees not to disclose the terms and conditions hereof to any Governmental Entityperson or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that are protected Executive will not be held criminally or civilly liable under any federal or state trade secret law for the whistleblower provisions disclosure of any such law a trade secret that: (a) is made (i) in confidence to a federal, state, or regulation; providedlocal government official, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (either directly or indirectly, or to give notice toan attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive is further notified that if he files a lawsuit for retaliation by the Company regarding any such communication or disclosure. Notwithstanding the foregoingfor reporting a suspected violation of law, under no circumstance is the Executive authorized to may disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without to Executive’s attorney and use the prior written consent trade secret information in the court proceeding if he: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 4.3 will survive the Company’s General Counselexpiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. During and after the ExecutiveParticipant’s employment with the CompanyCompany or its Affiliates, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the ExecutiveParticipant’s duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to seek an appropriate protective order or other relief and/or object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 7(a8(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after the ExecutiveParticipant’s employment service with the Company, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the ExecutiveParticipant’s duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a6(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written reasonable notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the ExecutiveParticipant’s violation of this Section 7(a6(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after the Executive’s employment Participant's service with the Company, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s Participant's duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a6(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written reasonable notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s Participant's violation of this Section 7(a6(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after Executive hereby agrees, during the Executive’s employment with term of this Agreement, she will not disclose to any person or otherwise use or exploit any proprietary or confidential information, including, without limitation, trade secrets, processes, records of research, proposals, reports, methods, processes, techniques, computer software or programming, or budgets or other financial information, regarding the Company, its business, properties, customers or affairs (collectively, "Confidential Information") obtained by her at any time during the Executive will term, except to the extent required by Executive's performance of assigned duties for the Company. Notwithstanding anything herein to the contrary, the term "Confidential Information" shall not use, disclose, copy include information which is or transfer any Confidential Information becomes generally available to the public other than as authorized a result of disclosure by Executive in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing Agreement, is or becomes available to Executive on a non-confidential basis from a source other than the Company, provided that such source is not known by Executive to be furnishing such information in this Agreement shall prohibit violation of a confidentiality agreement with or impede other obligation of secrecy to the Executive from communicatingCompany, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulationhas been made available, or otherwise making disclosures is made available, on an unrestricted basis to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive authorized to disclose any information covered a third party by the Company’s attorney-client privilege , by an individual authorized to do so or attorney work product is known by Executive prior to its disclosure to Executive. Executive may use and disclose Confidential Information to the extent necessary to assert any right or defend against any claim arising under this Agreement or pertaining to Confidential Information or its use, to the Company’s trade secrets without the prior written consent extent necessary to comply with any applicable statute, constitution, treaty, rule, regulation, ordinance or order, whether of the Company’s General CounselUnited States, any state thereof, or any other jurisdiction applicable to Executive, or if Executive receives a request to disclose all or any part of the information contained in the Confidential Information under the terms of a subpoena, order, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body or agency, whether of the United States or any state thereof, or any other jurisdiction applicable to Executive.

Non-Disclosure. During Executive agrees that during and in perpetuity after the Executive’s employment by Company, Executive shall (i) hold in confidence and treat all Confidential Information as strictly confidential; (ii) not directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever, except as required in the good faith performance of Executive’s duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of the Company, except as required in the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by good faith performance of Executive’s duties to the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions prior consent of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice an authorized officer acting on behalf of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing each instance (and then, such objection; or (ii) as to information that becomes generally known disclosure shall be made only within the limits and to the public extent of such duties or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(aconsent). Nothing in this Agreement herein shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect be construed to possible violations prevent disclosure of any U.S. federal, state or local Confidential Information as may be required by applicable law or regulation, or otherwise making disclosures pursuant to any Governmental Entitythe valid order of a court of competent jurisdiction or an authorized government agency, in each caseprovided that the disclosure does not exceed the extent of disclosure required by such law, that are protected under regulation or order. To the whistleblower provisions extent permitted by applicable law, Executive shall promptly provide written notice of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization order to an authorized officer of (or to give notice to) the Company regarding after receiving such order, but in any such communication event sufficiently in advance of making any disclosure to permit the Company to contest the order or disclosure. Notwithstanding the foregoingseek confidentiality protections, under no circumstance is the Executive authorized to disclose any information covered by as determined in the Company’s attorney-client privilege sole discretion. Executive agrees that during Executive’s employment by Company and in perpetuity thereafter, Executive shall hold in confidence and shall not directly or attorney work product indirectly reveal report, publish, copy, duplicate, disclose, transfer or otherwise misappropriate any Confidential Information to any person or entity, or utilize such Confidential Information for any purpose, except within the course of Executive’s employment with Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. During and after Except as may be expressly required in the course of carrying out the Executive’s employment with duties and obligations under the CompanyEmployment Agreement, the Executive will (i) keep confidential any proprietary technical, financial, marketing, distribution or business information or trade secrets of Powin, including, concepts, techniques, processes, methods, systems, designs, cost data, computer programs, formulas, development or experimental work, work in progress, or information or details regarding Powin’s relationships with customers, vendors, partners and suppliers (collectively “Powin Confidential Information”) and all documentation and information relating thereto, and (ii) not use, disclose, copy disclose any Powin Confidential Information to any person or transfer use or exploit any Confidential Information (x) for any purpose other than as authorized in writing by the proper purposes of the Company or within (y) in any manner detrimental to the scope Company, in each case, during the term of the Executive’s duties with the Company as determined reasonably and in good faith by the Executiveemployment, or at any time thereafter. Anything herein to the contrary notwithstanding, Powin Confidential Information does not include information which: · represents broadly available commercial knowledge; · is or becomes generally available to the provisions public other than as a result of a disclosure by Executive in violation of this Agreement; · was within Executive’s possession prior to its being furnished to Executive by or on behalf of Powin, provided that the source of such information was not known by Executive to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Powin with respect to such information; · becomes available to Executive on a nonconfidential basis from a source other than Powin, provided that such source is not known by Executive to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Powin with respect to such information; or · is independently developed by Executive without use of or reference to the Powin Confidential Information. Despite this Section 7(a) shall not apply (i) when disclosure II, if the Executive is requested or required by law any law, regulation or by rule, or any courtlegal, arbitrator, mediator regulatory or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive process to disclose or make accessible any information; providedPowin Confidential Information, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with promptly, if legally permitted, notify the Company in filing writing of such objection; request or (ii) as to information requirement so that becomes generally known to the public Company may seek an appropriate protective order or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, that in each case such communications and disclosures are consistent with applicable lawrelief. The Executive does will not need oppose any effort by the prior authorization of (Company to resist or narrow such request or to give notice to) the Company regarding any such communication seek a protective order or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counselother appropriate remedy.

Non-Disclosure. During and after the Executive’s Participant's employment with the CompanyCompany or its Affiliates, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s Participant's duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s Participant's violation of this Section 7(a7(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Participant understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. During and after the Executive’s employment with the CompanyCompany or Company Affiliates, the Executive will not knowingly, directly or indirectly through an intermediary, use, disclose, copy disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s duties with the Company or Company Affiliates as determined reasonably and in good faith by the Executive. For the avoidance of doubt, if, following the Executive’s termination of employment hereunder for any reason, the Executive becomes employed or engaged by a money or asset management business, including, without limitation, a private equity or hedge fund business engaged in the management of alternative investments, then the Executive shall not, during or after such employment or engagement, use any Company Confidential Information or disclose or transfer any Company Confidential Information to any such money or asset management business. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior (ii) with respect to any such disclosure other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Executive shall provide the Company with prompt written notice enforcement of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionthis Agreement; or (iiiii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a8(a); (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (v) as to information that the Executive possessed prior to the commencement of employment with the Company. Nothing In the event the Executive is required or compelled by legal process to disclose any Company Confidential Information, he will immediately inform the Company so that the Company may present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to reporting possible violations of any U.S. federal, state or local federal law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such federal law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive authorized to disclose any information covered by the Company’s attorney-client privilege legal department to make any such reports or attorney work product disclosures and the Executive is not required to notify the Company that the Executive has made such reports or the Company’s trade secrets without the prior written consent of the Company’s General Counseldisclosures.

Non-Disclosure. During and after the Executive’s Participant's employment with the Company, the Executive Participant will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s Participant's duties with the Company as determined reasonably and in good faith by the ExecutiveParticipant. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a7(b) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive Participant to disclose or make accessible any information; provided, provided that prior to any such disclosure the Executive Participant shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to seek an appropriate protective order or other relief and/or to object to such disclosure and the Executive Participant shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s Participant's violation of this Section 7(a7(b). Nothing in this Agreement shall prohibit or impede the Executive Participant from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; , provided, that in each case such communications and disclosures are consistent with applicable law. The Executive Participant does not need the prior authorization of (or to give notice to) the Company regarding any such communication or disclosure. Notwithstanding the foregoing, under no circumstance is the Executive Participant authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counsel.

Non-Disclosure. (i) During and after the Executive’s employment with the CompanyCompany or Company Affiliates, the Executive will not knowingly, directly or indirectly through an intermediary, use, disclose, copy disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s duties with the Company or Company Affiliates as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior (ii) with respect to any such disclosure other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Executive shall provide the Company with prompt written notice enforcement of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionthis Agreement; or (iiiii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a8(a); (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (v) as to information that the Executive possessed prior to the commencement of employment with the Company. Nothing In the event the Executive is required or compelled by legal process to disclose any Company Confidential Information, to the extent the Executive is legally permitted to do so, she will promptly inform the Company so that the Company may, at its own expense, present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to reporting possible violations of any U.S. federal, state or local federal law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such federal law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or AFG’s legal department to give notice to) the Company regarding make any such communication reports or disclosure. Notwithstanding the foregoing, under no circumstance is disclosures and the Executive authorized is not required to disclose any information covered by notify AFG that the Company’s attorney-client privilege Executive has made such reports or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counseldisclosures.

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is will the Exhibit 10.1 Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or of the Company’s trade secrets Company without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. (i) During and after the Executive’s employment with the CompanyCompany or Company Affiliates, the Executive will not knowingly, directly or indirectly through an intermediary, use, disclose, copy disclose or transfer any Company Confidential Information other than as authorized in writing by the Company or Company Affiliates, or if such use, disclosure or transfer is during such employment and within the scope of the Executive’s duties with the Company or Company Affiliates as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior (ii) with respect to any such disclosure other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the Executive shall provide the Company with prompt written notice enforcement of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionthis Agreement; or (iiiii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a8(a); (iv) as to information that is or becomes available to the Executive on a non-confidential basis from a source which is entitled to disclose it to the Executive; or (v) as to information that the Executive possessed prior to the commencement of employment with the Company. Nothing In the event the Executive is required or compelled by legal process to disclose any Company Confidential Information, to the extent the Executive is legally permitted to do so, he will promptly inform the Company so that the Company may, at its own expense, present and preserve any objections that it may have to such disclosure and/or seek an appropriate protective order. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to reporting possible violations of any U.S. federal, state or local federal law or regulationregulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or otherwise making other disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such federal law or regulation; provided, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (or AFG’s legal department to give notice to) the Company regarding make any such communication reports or disclosure. Notwithstanding the foregoing, under no circumstance is disclosures and the Executive authorized is not required to disclose any information covered by notify AFG that the Company’s attorney-client privilege Executive has made such reports or attorney work product or the Company’s trade secrets without the prior written consent of the Company’s General Counseldisclosures.

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is will the Exhibit 10.2 Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or of the Company’s trade secrets Company without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.

Non-Disclosure. During Executive agrees that Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s assigned duties and after for the benefit of the Company, either during the period of Executive’s employment with the Companyor at any time thereafter, the Executive will not use, disclose, copy or transfer any Confidential Information or other than as authorized confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in writing each case, which has been obtained by Executive during Executive’s employment by the Company (or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executiveany predecessor). Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall The foregoing will not apply to information that (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction was known to order the Executive to disclose or make accessible any information; provided, that public prior to any such its disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objectionExecutive; or (ii) as to information that becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or within any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the relevant trade Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or industry other than due to the Executive’s violation appropriate protection of this Section 7(asuch information). Nothing in Unless this Agreement shall prohibit or impede the Executive from communicatingis otherwise required to be disclosed under applicable law, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law rule or regulation, or otherwise making disclosures the terms and conditions of this Agreement will remain strictly confidential, and Executive hereby agrees not to disclose the terms and conditions hereof to any Governmental Entityperson or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that are protected Executive will not be held criminally or civilly liable under any federal or state trade secret law for the whistleblower provisions disclosure of any such law a trade secret that: (a) is made (i) in confidence to a federal, state, or regulation; providedlocal government official, that in each case such communications and disclosures are consistent with applicable law. The Executive does not need the prior authorization of (either directly or indirectly, or to give notice toan attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive is further notified that if she files a lawsuit for retaliation by the Company regarding any such communication or disclosure. Notwithstanding the foregoingfor reporting a suspected violation of law, under no circumstance is the Executive authorized to may disclose any information covered by the Company’s attorney-client privilege or attorney work product or the Company’s trade secrets without to Executive’s attorney and use the prior written consent trade secret information in the court proceeding if she: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 4.3 will survive the Company’s General Counselexpiration, suspension or termination of this Agreement for any reason.

Non-Disclosure. During and after the Executive’s employment with the Company, the Executive will not use, disclose, copy or transfer any Confidential Information other than as authorized in writing by the Company or within the scope of the Executive’s duties with the Company as determined reasonably and in good faith by the Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 7(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order the Executive to disclose or make accessible any information; provided, that prior to any such disclosure the Executive shall provide the Company with prompt written notice of the requirements to disclose and an opportunity to object to such disclosure and the Executive shall cooperate with the Company in filing such objection; or (ii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 7(a). Nothing in this Agreement shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not need disclose the prior authorization of (or trade secret, except pursuant to give notice to) the Company regarding any such communication or disclosurecourt order. Notwithstanding the foregoing, under no circumstance is will the Exhibit 10.3 Executive be authorized to disclose any information covered by the Company’s attorney-client privilege or attorney work product or of the Company’s trade secrets Company without the prior written consent of the Company’s General CounselCounsel or other officer designated by the Company.