Common use of Nondisclosure of Confidential Information Clause in Contracts

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except Employee acknowledges that (i.) the agreements and covenants contained in connection with this Agreement are essential to protect the value of the Company's business and assets and (ii) by virtue of his employment hereunderwith the Company, he has obtained and will obtain knowledge, contacts, training and experience and there is a substantial probability that such knowledge contacts, training and experience and there is a substantial advantage of a competitor of the Company and to the Company's substantial detriment. Therefore, the Employee agrees that, the Employee shall not disclose directly or indirectly to any person or entity not affiliated with the Company or use, without prior written consent from the Company either during the Employment Term or at any ant time thereafter, any Confidential Information (as defined in the next sentence) except pursuant to and consistent with the order of any court, legislative body or regulatory agency; provided, that the Employee has given notice to the Company immediately after learning of such order. The term "Confidential Information" shall mean information not in the public domain or generally known know in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, form (i.)concerning or relating to the Company's operations and/or proprietary computer programs and software products including but not limited to systems whether provided by or licensed from a third party; (ii) acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s business or, if acquired (iii)acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, Term directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliersregarding, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or 's services), business plans, code books, invoices and other financial statements, computer programs, source codes, software systems, databasesdatabase, discs and printouts, software design specifications, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation compilations of information, written or unwritten, which is or was used in the business or formation of the Company or any subsidiaries or affiliates thereofits affiliates. The Executive Employee agrees and acknowledges that all of such information, Confidential Information in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive he shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive Employee in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive him during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except Except in connection with his employment hereunder, the Executive shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall shall, upon written request of the Company, return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries Subsidiaries or affiliatesaffiliates or any non-public third party information which is subject to an obligation of confidentiality to which the Company is bound, relating to the Company, its subsidiaries Subsidiaries or affiliatesaffiliates or any non-public third party information which is subject to an obligation of confidentiality to which the Company is bound, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries Subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except Employee acknowledges that (i.) the agreements and covenants contained in connection with this Agreement are essential to protect the value of the Acquirer's business and assets and (ii) by virtue of his employment hereunderwith the Acquirer, he has obtained and will obtain knowledge, contacts, training and experience and there is a substantial probability that such knowledge contacts, training and experience and there is a substantial advantage of a competitor of the Acquirer and to the Acquirer's substantial detriment. Therefore, the Employee agrees that, the Employee shall not disclose directly or indirectly to any person or entity not affiliated with the Acquirer or use, without prior written consent from the Acquirer either during the Employment Term or at any time thereafter, any Confidential Information (as defined in the next sentence) except pursuant to and consistent with the order of any court, legislative body or regulatory agency; provided, that the Employee has given notice to the Acquirer immediately after learning of such order. The term "Confidential Information" shall mean information not in the public domain or generally known know in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, form (i.)concerning or relating to the Acquirer's operations and/or proprietary computer programs and software products including but not limited to systems whether provided by or licensed from a third party; (ii) acquired by the Executive Employee while employed by the Company Acquirer or any predecessor to the Company’s business or, if acquired (iii)acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, Term directly or indirectly, from any person or entity owing a duty of confidentiality to the Company Acquirer or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliersregarding, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or Acquirer's services), business plans, code books, invoices and other financial statements, computer programs, source codes, software systems, databasesdatabase, discs and printouts, software design specifications, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation compilations of information, written or unwritten, which is or was used in the business or formation of the Company Acquirer or any subsidiaries or affiliates thereofits affiliates. The Executive Employee agrees and acknowledges that all of such information, Confidential Information in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesAcquirer, and upon termination of his employment with the CompanyAcquirer, the Executive he shall return to the Company any of its subsidiaries or affiliates Acquirer the originals and all copies of any such information provided to or acquired by the Executive Employee in connection with the performance of his duties for the CompanyAcquirer, and shall return to the Company any of its subsidiaries or affiliates Acquirer all files, correspondence and/or other communications received, maintained and/or originated by the Executive him during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Executive’s employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermExecutive’s employment with the Company, such information whichthat, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, United Online, Inc., a Delaware corporation and the former parent corporation of the Company (“UOL”), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the “Company Group”), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, UOL, any predecessor of the Company, UOL or any subsidiaries of the Company’s, or affiliates thereofUOL’s subsidiaries, affiliates, successors or assigns. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother Company Group entity, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his the Executive’s duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his the Executive’s employment.

Nondisclosure of Confidential Information. The Executive, except ----------------------------------------- in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or nor generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databasesdata bases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except Except in connection with his your employment hereunder, you shall not disclose to any person or entity or use, either during the Employment Term term of your employment with the Company or any of its subsidiaries or at any time thereafter, any information not in the public domain or domain, is generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryhas been independently developed and disclosed by others, in any form, acquired by the Executive you while employed by the Company (or any subsidiary) or any predecessor to the Company’s business or, if acquired following the Employment Termterm of your employment with the Company, such information which, to the Executive’s your knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees You agree and acknowledges acknowledge that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his your employment with the Company, the Executive you shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information (whether in hard copy, electronic form or otherwise) provided to or acquired by the Executive you in connection with the performance of his your duties for the CompanyCompany or any subsidiary, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive you during the course of his your employment.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Employee’s employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermEmployee’s employment with the Company, such information whichthat, to the ExecutiveEmployee’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, FTD Companies, Inc., a Delaware corporation and the parent corporation of the Company (“FTD”), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the “FTD Group”), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, FTD, any predecessor of the Company, FTD or any subsidiaries of the Company’s, or affiliates thereofFTD’s subsidiaries, affiliates, successors or assigns. The Executive Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother FTD Group entity, and upon termination of his employment with the Company, the Executive Employee shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive Employee in connection with the performance of his the Employee’s duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive Employee during the course of his the Employee’s employment.”

Nondisclosure of Confidential Information. The Executive, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Executive's employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermExecutive's employment with the Company, such information whichthat, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, United Online, Inc., a Delaware corporation and the former parent corporation of the Company ("UOL"), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the "Company Group"), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, UOL, any predecessor of the Company, UOL or any subsidiaries of the Company's, or affiliates thereofUOL's subsidiaries, affiliates, successors or assigns. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother Company Group entity, and upon termination of his her employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his the Executive's duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his the Executive's employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or and affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contractsdesigns, drawings, processes, systems, procedures, mailing listsformulae, test data, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services's products), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, sketches, plans (businessengineering, technical architectural or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, equipment maintenance records, equipment warranty information, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company, any predecessor of the Company or any subsidiaries or affiliates subsidiary thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications (including any such materials in electronic format) received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Executive’s employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermExecutive’s employment with the Company, such information whichthat, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the “Company Group”), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, any predecessor of the Company, or any subsidiaries of the Company’s affiliates, successors or affiliates thereofassigns. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother Company Group entity, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his the Executive’s duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his the Executive’s employment.

Nondisclosure of Confidential Information. The Executive, except Employee acknowledges that (i.) the agreements and covenants contained in connection with this Agreement are essential to protect the value of the Company's business and assets and (ii) by virtue of his employment hereunderwith the Company, he has obtained and will obtain knowledge, contacts, training and experience and there is a substantial probability that such knowledge contacts, training and experience and there is a substantial advantage of a competitor of the Company and to the Company's substantial detriment. Therefore, the Employee agrees that, the Employee shall not disclose directly or indirectly to any person or entity not affiliated with the Company or use, without prior written consent from the Company either during the Employment Term or at any time thereafter, any Confidential Information (as defined in the next sentence) except pursuant to and consistent with the order of any court, legislative body or regulatory agency; provided, that the Employee has given notice to the Company immediately after learning of such order. The term "Confidential Information" shall mean information not in the public domain or generally known know in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, form (i.)concerning or relating to the Company's operations and/or proprietary computer programs and software products including but not limited to systems whether provided by or licensed from a third party; (ii) acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s business or, if acquired (iii)acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, Term directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliersregarding, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or 's services), business plans, code books, invoices and other financial statements, computer programs, source codes, software systems, databasesdatabase, discs and printouts, software design specifications, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation compilations of information, written or unwritten, which is or was used in the business or formation of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, authors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing or subscription lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The ExecutiveDuring the term of this Agreement, except D&B, any subsidiary and any successor to any of the foregoing (the “Company Group”) agrees to continue to provide, and you will acquire, certain Confidential Information. As a material incentive for the Company Group to enter into this Agreement, as well as in connection with his employment hereunderexchange for the consideration specified herein (including, without limitation substantial amounts of compensation, benefits and access to the Confidential Information, in each case, as set forth herein), you agree to maintain in strict confidence and shall not disclose to third parties or use in any person task, work or entity business (except on behalf of the Company Group) any proprietary or useconfidential information regarding the Company Group and/or your work with the Company Group, either during including, without limitation, trade secrets, current and future business plans, customers, customer lists, customer information, vendors, vendor lists, vendor information, employees, employee information, sales, purchasing, pricing determinations, price points, internal and external cost structures, operations, marketing, financial and other business strategies, positioning of stores, information and plans, products and services, games and amusement, development of games and amusement, food and beverage, financial performance and other financial data and compilations of data, new store development and locations, pipeline, information regarding the Employment Term or at any time thereafterCompany Group’s processes, computer programs and/or records, software programs, intellectual property, business development opportunities, acquisitions, acquisition targets, confidential information developed by consultants and contractors, manuals, memoranda, projections, and minutes (“Confidential Information”), without the express written permission of the Board. Your confidentiality obligation in this paragraph shall include, but not be limited to, any Confidential Information to which the you have access to, had access to, will have access to, receives, or received in connection with your employment by Company Group, and any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats designated as confidential or proprietary, in any form, acquired by the Executive while employed by the Company Group. Notwithstanding the foregoing, the term Confidential Information shall not include information that (i) is publicly disclosed through no fault of you, either before or any predecessor after it becomes known to you, (ii) was known to you prior to the Company’s business ordate of this Agreement, if which knowledge was acquired following independently and not from the Employment TermCompany Group or its directors or employees or (iii) became available to you on a non-confidential basis from a source other than the Company Group, provided such information whichsource is not bound by a confidentiality agreement with or other contractual, to the Executive’s knowledge, has been acquired, directly legal or indirectly, from any person or entity owing a duty fiduciary obligation of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses Group or any other compilation of party with respect to such information, written or unwritten, which . The Company Group and you acknowledge and agree that the Confidential Information is or was used continually evolving and changing and that some new Confidential Information will be needed by you and provided by the Company Group for the first time in the course of the term of this Agreement. You expressly acknowledge the trade secret status of the Confidential Information and agree that your access to such Confidential Information constitutes a protectable business interest of the Company Group. Notwithstanding the foregoing restrictions, you may disclose any Confidential Information (a) to your legal advisors subject to such advisor’s agreement to maintain the information as confidential, (b) to the extent required for your enforcement of your rights hereunder (provided that such information be submitted under seal or otherwise not publicly disclosed), (c) to the extent required by an order of any subsidiaries court or affiliates thereof. The Executive agrees and acknowledges that all of such informationother governmental authority, but in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of each case only after the Company any of its subsidiaries or affiliates, Group has been so notified in writing and upon termination of his employment with the Company, the Executive shall return has had five (5) business days to the Company any of its subsidiaries or affiliates the originals and all copies of any obtain reasonable protection for such information provided to or acquired by the Executive in connection with the performance of his duties for the Companysuch disclosure, and shall return to (d) if such disclosure is protected under the Company any whistleblower provisions of its subsidiaries federal law or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employmentregulation.

Nondisclosure of Confidential Information. The Executive, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his her employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his her duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his her employment.

Nondisclosure of Confidential Information. The Executive, except to the extent necessary in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliatesaffiliates , relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendorsvendors , suppliers, trade secrets, training programs, manuals or materialsmaterials , technical information, contracts, systems, procedures, mailing lists, know-howhow , trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising materialadvertis ing material , telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive exclus ive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment. Executive and the Company each agree to follow the Company’ s strict policy not to disclose, either directly or indirectly, any information, including any of the terms of this Agreement, regarding salary or option allocations to any person, including other employees of the Company; provided, however, that Executive may discuss such terms with members of his immediate family and any legal, tax or accounting specialists who provide him with individual legal, tax or accounting advice, and the Company may disclose such information as it reasonably deems necessary or advisable (i) to comply with applicable law or (ii) to such directly relevant employees or advisors, each of whom shall be bound by similar confidentiality restrictions.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company's and/or Payoneer Global’s business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company Company, Payoneer Global or any of its subsidiaries or affiliates, relating to the Company, Payoneer Global, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's and/or Payoneer Global’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company Company, Payoneer Global or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesand/or Payoneer Global, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the CompanyCompany and/or Payoneer Global, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment. Without limiting the generality of the foregoing, nothing in this Agreement, including this Section 7, precludes or otherwise limits the Executive’s ability to (A) communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosed by applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any Government Agency or self-regulatory organizations, provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company in seeking a protective order or other appropriate protection of such information. Neither the Company nor any of its subsidiaries or affiliates may retaliate against the Executive for any of these activities. Furthermore, pursuant to the Defend Trade Secrets Act of 2016, the Executive and the Company acknowledge and agree that the Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, and without limiting the preceding sentence, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and may use the trade secret information in the court proceeding, if the Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

Nondisclosure of Confidential Information. The ExecutiveEXECUTIVE acknowledges that COMPANY and its affiliates have disclosed confidential information to EXECUTIVE during the term of the Employment Agreement to enable him to perform his duties thereunder. EXECUTIVE hereby covenants and agrees that, except in connection with his employment hereunderas required by law, shall not regulatory directive or judicial order, he will not, without the prior written consent of COMPANY, disclose or permit to be disclosed to any person or entity or use, either during the Employment Term or at third party by any time thereafter, any information not in the public domain or generally known in the industry that the Company method whatsoever any of its subsidiaries or affiliates treats as the confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company COMPANY or any of its subsidiaries affiliates. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, financial information of COMPANY or any of its affiliates, relating plans, or any other information of whatever nature in the possession or control of COMPANY which has not been published or disclosed to the Companygeneral public, or which gives to COMPANY or any of its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. EXECUTIVE agrees promptly to reduce to writing and to disclose and assign, and hereby does assign, to COMPANY, its subsidiaries, successors, assigns and nominees, all inventions, discoveries, improvements, copyrightable material, trademarks, programs, computer software and ideas concerning the same, capable of use in connection with the business of COMPANY or any of its affiliates, which EXECUTIVE may make or conceive, either solely or jointly with others, during the period of his employment by COMPANY, its subsidiaries or affiliatessuccessors. EXECUTIVE agrees, without charge to COMPANY and at COMPANY’S expense, that upon a request by COMPANY, to execute, acknowledge and deliver to COMPANY all such papers, including but not limited applications for patents, applications for copyright and trademark registrations, and assignments thereof, as may be necessary, and at all times to information regarding customersassist COMPANY, vendorsits parent, supplierssubsidiaries, trade secretssuccessors, training assigns and nominees in every proper way to patent or register said programs, manuals or materialscomputer software, technical informationideas, contractsinventions, systems, procedures, mailing lists, know-how, trade namesdiscoveries, improvements, price listscopyrightable material or trademarks in any and all countries and to vest title thereto in COMPANY, financial its parent, subsidiaries, successors, assigns or other data (including the revenuesnominees. Upon a request by COMPANY, costs or profits associated with any of the Company’sEXECUTIVE will promptly report to COMPANY all discoveries, inventions, or improvements of whatsoever nature conceived or made by him at any of time he was employed by COMPANY, its subsidiaries’ or affiliates’parent, products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereofsuccessors. The Executive agrees All such discoveries, inventions and acknowledges that all of such information, improvements which are applicable in any form, and copies and extracts thereof, are and way to COMPANY’S business shall remain be the sole and exclusive property of COMPANY. The covenants set forth in this Paragraph are made by EXECUTIVE in consideration of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive promises made in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employmentthis Agreement.

Nondisclosure of Confidential Information. The ExecutiveEmployee shall not, except in connection with his employment hereunderwhether during or after employment, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, use any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Employee while he was employed by or associated with the Company or any predecessor to the Company’s business or, if acquired following the Employment Termtermination of such association, such information which, to the ExecutiveEmployee’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any its business. By way of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including illustration but not limited to information regarding customerslimitation, vendors, suppliers, Confidential Information may include trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing Charged Off Accounts supplier lists, know-howcollection methods, trade namesinformation regarding bulk purchases of Charged Off Accounts, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services)employee compensation arrangements, business practices, plans, code bookspolicies, invoices secret inventions, processes and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation compilations of information, written or unwrittenrecords and specifications, which is or was used in as well as information related to the business of management policies and plans for the Company or any subsidiaries or affiliates thereofCompany. The Executive Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive Employee shall on request return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive Employee in connection with the performance of his duties for association with the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive Employee during the course of his employmentsuch association. All written or other tangible material containing Confidential Information shall not be removed from the premises of the Company, either in original or reproduced form, under any circumstances whatsoever, without the prior written consent of an authorized officer of the Company, except in the ordinary course of business, and shall be delivered to the Company upon the earlier of a request by the Company or the termination of Employee’s employment with the Company. Employee further agrees to treat all confidential information and know-how of any affiliate, client, employee, customer, contractor, vendor or supplier of the Company in the same manner as the Confidential Information.

Nondisclosure of Confidential Information. The ExecutiveEach Seller, except in connection with for himself, recognizes and acknowledges that the list of HMG's suppliers and customers, methods of operation and confidential and proprietary information, trade secrets and know-how, as they now exist, are valuable, special and unique assets of HMG's business. Each Seller will not, during or after the term of his employment hereunderunder this Agreement, shall use for his own benefit, the identity of SCI's or HMG's suppliers and customers or any part thereof or any of SCI's or HMG's present or future methods of operation, confidential and proprietary information, trade secrets and know-how, including the manner of manufacturing, marketing, selling, producing, or providing any of SCI's or HMG's products or services. The Sellers will not disclose to any person or entity or useperson, either during the Employment Term or at any time thereafterfirm, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarycorporation, in any formassociation, acquired by the Executive while employed by the Company or any predecessor to other entity for any reason or purpose whatsoever the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly identity of SCI's or indirectly, from HMG's suppliers and customers or any person or entity owing a duty of confidentiality to the Company party thereof or any of its subsidiaries the SCI's or affiliatesHMG's present or future methods or operation, relating to the Company, its subsidiaries confidential or affiliates, including but not limited to information regarding customers, vendors, suppliersproprietary information, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, secrets and know-how, including the manner of manufacturing , marketing, selling, producing, or providing any of SCI's or HMG's products or services without the written approval of SCI or HMG. In the event of a breach or threatened breach by a Seller of the obligations and restrictions of this section, SCI and HMG as a direct beneficiary of this Section 5.01, or either of them, shall be entitled upon application to a court of competent jurisdiction and without the requirement to post bond, to an injunction restraining such Sellers from use or disclosure, in whole or in part of HMG's or SCI's suppliers and customers or HMG's or SCI's methods of operation, confidential and proprietary information, trade namessecrets and know-how or from rendering any services to any person, improvementsfirm, price listscorporation, financial association, partnership or other data (including the revenues, costs entity to whom such lists or profits associated with any such methods of the Company’s, operation or any of its subsidiaries’ or affiliates’, products or services), business plans, code books, invoices confidential and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of proprietary information, written trade secrets and know-how, in whole or unwrittenin part, which has been disclosed, is threatened to be disclosed or was used would reasonable by deemed to be of significance or of importance in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all operations of such informationother person, in firm, corporation, association or other entity. Nothing herein shall be construed as prohibiting SCI and HMG or both from pursuing any formother remedies available to it or them for such breach or threatened breach, including the recovery of direct, indirect, and copies consequential damages from such Sellers. This section shall survive Closing and extracts thereof, are and shall remain is subject to modification in the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information agreements provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.under Section 3.03. 14

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information whichthat, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company or any subsidiaries or affiliates thereofthereof (collectively, "Confidential Information"); PROVIDED, HOWEVER, that the limitations set forth above shall not apply to any Confidential Information that (A) is then generally known to the public; (B) became or becomes generally known to the public through no fault of the Executive; or (C) is disclosed in accordance with an order of a court of competent jurisdiction or applicable law. The Executive agrees and acknowledges that all of such informationConfidential Information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information Confidential Information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment; PROVIDED, HOWEVER, that the Executive's counsel shall be entitled to retain a copy of all such Confidential Information solely for purposes of defending against any claims of a breach by the Executive of this Section 7(b), so long as such counsel agrees to keep such Confidential Information confidential for all other purposes.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Employee Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive Employee while employed by performing the Company Services for Best or any predecessor to the Company’s Best's business or, if acquired following the Employment Employee Term, such information which, to the Executive’s Employee's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company Fine Host or Best or any of its their subsidiaries or affiliates, relating to the CompanyFine Host or Best, its their subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or servicesservices of Fine Host or affiliates thereof (including Best)), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company Fine Host or Best, or any subsidiaries or affiliates thereof. The Executive Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesBest, and upon termination of his employment with the Companythis Agreement, the Executive Employee shall return to the Company any of its subsidiaries or affiliates Best the originals and all copies of any such information provided to or acquired by the Executive Employee in connection with the performance of his duties for the Companyservices, and shall return to the Company any of its subsidiaries or affiliates Best all files, correspondence and/or other communications received, received maintained and/or originated by the Executive Employee during the course of his employmentEmployee Term.

Nondisclosure of Confidential Information. The ExecutiveConsultant, except in connection with his employment hereunderduties or obligations hereunder or as a member of the Board of Directors, shall not disclose to any person or entity or use, either during the Employment Consulting Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Consultant while employed by the Company or any predecessor to the Company’s 's business or while performing services hereunder or, if acquired following the Employment Consulting Term, such information which, to the Executive’s Consultant's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or and affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contractsdesigns, drawings, processes, systems, procedures, mailing listsformulae, test data, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services's products), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, sketches, plans (businessengineering, technical architectural or otherwise), customer and industry supplier lists, correspondence, internal reports, personnel files, equipment maintenance records, equipment warranty information, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company, any predecessor of the Company or any subsidiaries or affiliates subsidiary thereof. The Executive Consultant agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with engagement by the CompanyCompany hereunder, the Executive Consultant shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive Consultant in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive Consultant during the course of his employmentemployment or while providing consulting services hereunder.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, thereafter any information not in the public domain or generally known in the industry that and which is known only to the Company any of its subsidiaries and those employees or affiliates treats as confidential or proprietaryother agents to whom it has been confided, in any form, acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s Employee's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliatesCompany, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company (collectively, "Confidential Information"). Notwithstanding the foregoing, Confidential Information shall not include any information that the Employee is required to disclose to, or by, any governmental or judicial authority; provided, however, if the Employee should be required in the course of judicial or other governmental proceedings to disclose any Confidential Information, the Employee shall give the Company prompt written notice thereof so that Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver by the Company, the Employee is compelled to disclose Confidential Information to, or pursuant to the requirements of, a court or other governmental authority, the Employee may disclose such Confidential Information to such court or other governmental authority without liability to the Company or any subsidiaries other person or affiliates thereofentity not a party to this Agreement. The Executive Employee hereby agrees to protect all documents, records, tapes and other media in which Confidential Information is contained (the "Confidential Documents"). The Employee acknowledges that all of such information, in any form, and copies and extracts thereof, Confidential Documents are and shall remain the sole and exclusive property of the Company Company. The Employee will not copy any of its subsidiaries Confidential Documents or affiliatesremove any Confidential Documents, and upon termination of his employment with the Companyor copies thereof, the Executive shall return to from the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired premises, except as required by the Executive in connection with the performance normal and proper course of his duties for the Company, and shall . The Employee agrees to return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by promptly upon the Executive during the course termination of his employment, or at any other time when requested by the Company, any and all property of the Company, including, but not limited to, all Confidential Documents and copies thereof in his possession or control. Notwithstanding any other provision to the contrary contained herein, nothing in this Agreement shall be construed to prevent the Employee from using any skills and/or knowledge developed and/or refined during his employment with the Company unless the use of that skill or knowledge would result in a breach of any of the provisions of this Agreement.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term course of his employment or at any time thereafter, any information not in the public domain or generally known in the industry that and which is known only to the Company any of its subsidiaries and those employees or affiliates treats as confidential or proprietaryother agents to whom it has been confided, in any form, acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s Employee's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliatesCompany, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-know how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of confidential and/or proprietary information, written or unwritten, which is or was used in the business of the Company but excluding that information, knowledge and other intellectual property developed by the Employee related to phonorecords and documentaries about the Apollo missions to the moon (the "Pandey Information") (the foregoing, excluding the Pandey Information, "Confidential Information"). Notwithstanding the foregoing, Confidential Information shall not include (i) any information that the Employee is required to disclose to, or by, any governmental or judicial authority; provided, however, if the Employee should be required in the course of judicial or other governmental proceedings to disclose any Confidential Information, the Employee shall give the Company prompt written notice thereof so that Company may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Agreement, (ii) any information that is or becomes generally available to the public other than as a result of a disclosure by the receiving party; or (iii) any information that becomes available to the receiving party on a nonconfidential basis from a source other than the delivering party (or an agent thereof) which is not prohibited from disclosing such information to the receiving party by a legal, contractual or fiduciary obligation to the delivering party. If, in the absence of a protective order or the receipt of a waiver by the Company, the Employee is compelled to disclose Confidential Information to, or pursuant to the requirements of, a court or other governmental authority, the Employee may disclose such Confidential Information to such court or other governmental authority without liability to the Company or any subsidiaries other person or affiliates thereofentity not a party to this Agreement. The Executive Employee herby agrees to protect all documents, records, tapes and other media in which Confidential Information is contained (the "Confidential Documents"). The Employee acknowledges that all of such information, in any form, and copies and extracts thereof, Confidential Documents are and shall remain the sole and exclusive property of the Company Company. The Employee will not copy any of its subsidiaries Confidential Documents or affiliatesremove any Confidential Documents, and upon termination of his employment with the Companyor copies thereof, the Executive shall return to from the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired premises, except as required by the Executive in connection with the performance normal and proper course of his duties for the Company, and shall . The Employee agrees to return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by promptly upon the Executive during the course termination of his employment, or at any other time when requested by the Company, any and all property of the Company, including, but not limited to, all Confidential Documents and copies thereof in his possession or control. Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed to prevent Employee from using his general skills and knowledge and any skills and/or knowledge developed and/or refined during his employment with the Company as an information technology professional unless the use of that skill or knowledge would result in a breach of this Agreement or the Employment Agreement between the Employee and Transcender.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Executive's employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermExecutive's employment with the Company, such information whichthat, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, United Online, Inc., a Delaware corporation and the former parent corporation of the Company ("UOL"), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the "Company Group"), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, UOL, any predecessor of the Company, UOL or any subsidiaries of the Company's, or affiliates thereofUOL's subsidiaries, affiliates, successors or assigns. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother Company Group entity, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his the Executive's duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his the Executive's employment.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Employee's employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermEmployee's employment with the Company, such information whichthat, to the Executive’s knowledgeEmployee's knowledge , has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, United Online, Inc., a Delaware corporation and the parent corporation of the Company ("UOL"), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the "UOL Group"), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, proceduresprocedures , mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company, UOL, any predecessor of the Company , UOL or any subsidiaries of the Company's, or affiliates thereofUOL 's subsidiaries, affiliates, successors or assigns. The Executive Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother UOL Group entity, and upon termination of his employment with the Company, the Executive Employee shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive Employee in connection with the performance of his the Employee's duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive Employee during the course of his the Employee's employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, Shareholder shall not disclose to any person or entity or use, either during the Employment Term Restricted Period or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business Shareholder or, if acquired following the Employment TermRestricted Period, such information which, to the Executive’s Shareholder's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company Corporation or any of its subsidiaries Subsidiaries or affiliates, relating to the CompanyCorporation, its subsidiaries Subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, Corporation's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company Corporation or any subsidiaries or affiliates thereofof its Subsidiaries. The Executive Shareholder agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCorporation, and upon termination request of his employment with the CompanyBoard, the Executive Shareholder shall return to the Company any of its subsidiaries or affiliates Corporation the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the CompanyShareholder, and shall have destroyed or return to the Company any of its subsidiaries or affiliates Corporation all files, correspondence and/or other communications receivedreceived from the Corporation, maintained and/or originated by the Executive Shareholder during the course Restricted Period. Notwithstanding the foregoing, if and to the extent that any Investor is a limited partnership, or resells or transfers the Securities acquired by it to a limited partnership of his employmentwhich such Investor (or another entity controlled by or under common control with such Investor) is the majority or controlling general partner or to any other entity controlled by or under common control with such Investor, financial and other information regarding the Corporation of the type customarily included in a private placement memorandum offering interests in a private equity investment fund may be included in the private placement memorandum or other offering document used by such limited partnership in connection with the offering and sale of its interests. In addition, financial and other information regarding the Corporation of the type typically provided to limited partners in private equity investment funds with respect to the investments made by those funds may be provided on a periodic basis to the limited partners of such limited partnership, and to the shareholders of the general partner of such limited partnership, provided that under no circumstances will any proprietary information (which, for this purpose, excludes such financial information) of the Corporation be disclosed to such limited partners or shareholders.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during his employment with the Employment Term Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following his employment with the Employment TermCompany, such information whichthat, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, FTD, Inc., a Delaware corporation and the direct parent corporation of the Company collectively referred to as (“FTDI”), or any of its successors or their subsidiaries or affiliatesaffiliated companies, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services’s products), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, FTDI, any predecessor of the Company, FTDI or any of the Company’s, or FTDI’s subsidiaries or affiliates thereofsuccessors. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and arid industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees not to remove from the premises of the Company, except as an employee of the Company in pursuit of the business of the Company or except as specifically permitted in writing by the Board, any document or other object containing or reflecting any such confidential information. Executive agrees and acknowledges that all of such information, whether developed by him or someone else in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietary, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his her employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his her duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his her employment.

Nondisclosure of Confidential Information. The ExecutiveYou, except in connection with his your employment hereunderby the Company, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, use any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive you while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment Term, such information which, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliatesbusiness, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business plansagreements, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans agreements (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company (collectively, “Confidential Information”), provided that you may retain a copy of your Rolodex or any subsidiaries or affiliates thereofother personal telephone database established and maintained by you. The Executive agrees You agree and acknowledges acknowledge, by your acceptance of payments under Section 2, that all of such informationConfidential Information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his your employment with the Company, the Executive you shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information Confidential Information provided to or acquired by the Executive you in connection with the performance of his your duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all Confidential Information and all files, correspondence and/or other communications received, maintained and/or originated by the Executive you during the course of his your employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Executive’s employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermExecutive’s employment with the Company, such information whichthat, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, United Online, Inc., a Delaware corporation and the former parent corporation of the Company (“UOL”), or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, the “Company Group”), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, ’s products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, UOL, any predecessor of the Company, UOL or any subsidiaries of the Company’s, or affiliates thereofUOL’s subsidiaries, affiliates, successors or assigns. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother Company Group entity, and upon termination of his her employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his the Executive’s duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his the Executive’s employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunderhereunder or as required by legal process, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, form acquired by the Executive while employed by the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly directly, or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical informationinformation including without limitation geological and geophysical data, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services's properties), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company or any of its subsidiaries or affiliates thereof(collectively, "Confidential Information"); provided, however, that the term Confidential Information shall not include (a) general skills and general knowledge of an industry obtained by reason of the Executive's association with the Company; (b) information concerning the business and operations of the Company and its subsidiaries and/or the industry in which the Company and its subsidiaries conduct business which was in the possession of or known to the Executive prior to the Executive's employment with the Company; and (c) any financial or other information with respect to the assets, properties, rights, business or operations of Cliffwood or any of its subsidiaries. The Executive agrees and acknowledges that all of such informationConfidential Information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information Confidential Information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during his employment with the Employment Term Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following his employment with the Employment TermCompany, such information whichthat, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, Florists' Transworld Delivery, Inc., a Michigan corporation and the direct parent corporation of the Company ("FTDI"), or IOS BRANDS Corporation, a Delaware corporation and the indirect parent corporation of the Company ("IOS"), or any of its or their subsidiaries or affiliatesaffiliated companies, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services's products), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, FTDI, IOS, any predecessor of the Company, FTDI or IOS or any subsidiaries of the Company's, FTDI's or affiliates thereofIOS' subsidiaries. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietaryindustry, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company's and/or New Payoneer’s business or, if acquired following the Employment Term, such information which, to the Executive’s 's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company Company, New Payoneer or any of its subsidiaries or affiliates, relating to the Company, New Payoneer, its subsidiaries or affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's and/or New Payoneer’s products or services), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which is or was used in the business of the Company Company, New Payoneer or any subsidiaries or affiliates thereof. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesand/or New Payoneer, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive in connection with the performance of his duties for the CompanyCompany and/or New Payoneer, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive during the course of his employment. Without limiting the generality of the foregoing, nothing in this Agreement, including this Section 8, precludes or otherwise limits the Executive’s ability to (A) communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the Securities and Exchange Commission (the “SEC”) or any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company, or (B) disclose information which is required to be disclosed by applicable law, regulation, or order or requirement (including without limitation, by deposition, interrogatory, requests for documents, subpoena, civil investigative demand or similar process) of courts, administrative agencies, the SEC, any Government Agency or self-regulatory organizations, provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company in seeking a protective order or other appropriate protection of such information. Neither the Company nor any of its subsidiaries or affiliates may retaliate against the Executive for any of these activities. Furthermore, pursuant to the Defend Trade Secrets Act of 2016, the Executive and the Company acknowledge and agree that the Executive shall not have criminal or civil liability under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to an 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 filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, and without limiting the preceding sentence, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and may use the trade secret information in the court proceeding, if the Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

Nondisclosure of Confidential Information. The Executive, except in connection with his employment hereunder, shall not disclose to any person or entity or use, either during his employment with the Employment Term Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive while employed by the Company or any predecessor to the Company’s business or, if acquired following his employment with the Employment TermCompany, such information whichthat, to the Executive’s knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, Florists’ Transworld Delivery, Inc., a Michigan corporation and the direct parent corporation of the Company (“FTDI”), or IOS BRANDS Corporation, a Delaware corporation and the indirect parent corporation of the Company (“IOS”), or any of its or their subsidiaries or affiliatesaffiliated companies, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services’s products), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, FTDI, IOS, any predecessor of the Company, FTDI or IOS or any subsidiaries of the Company’s, FTDI’s or affiliates thereofIOS’ subsidiaries. The Executive agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesCompany, and upon termination of his employment with the Company, the Executive shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive in connection with the performance of his duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive during the course of his employment.

Nondisclosure of Confidential Information. The ExecutiveConsultant, except in connection with his employment her services hereunder, shall not disclose to any person or entity or use, either during the Employment Consulting Term or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Consultant while employed by by, or retained as a consultant to, the Company or any predecessor to the Company’s 's business or, if acquired following the Employment Consulting Term, such information which, to the Executive’s Consultant's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its subsidiaries or affiliates, relating to the Company, its subsidiaries or and affiliates, including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contractsprocesses, systems, procedures, mailing lists, know-how, trade names, improvements, price lists, financial or other data (including the revenues, costs costs, or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, products or services's products), business plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise)plans, customer and industry supplier lists, correspondence, internal reports, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten. Consultant shall not remove from the premises of the Company, which is or was used except as a consultant of the Company in pursuit of the business of the Company or any subsidiaries of its subsidiaries, or affiliates thereofexcept as specifically permitted in writing by the Company, any document or object containing or reflecting any such information. The Executive Consultant agrees and acknowledges that all of such information, whether developed by her or by someone else, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliates, and upon termination of his employment with the CompanyConsulting Term, the Executive Consultant shall return to the Company any of its subsidiaries or affiliates the originals and all copies of any such information provided to or acquired by the Executive Consultant in connection with the performance of his her duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or other communications received, maintained and/or originated by the Executive Consultant during the course of his her employment, or retention as a consultant to the Company.

Nondisclosure of Confidential Information. The ExecutiveEmployee, except in connection with his her employment hereunder, shall not disclose to any person or entity or use, either during the Employment Term Employee's employment with the Company or at any time thereafter, any information not in the public domain or generally known in the industry that the Company any of its subsidiaries or affiliates treats as confidential or proprietarydomain, in any form, acquired by the Executive Employee while employed by the Company or any predecessor to the Company’s business or, if acquired following the Employment TermEmployee's employment with the Company, such information whichthat, to the Executive’s Employee's knowledge, has been acquired, directly or indirectly, from any person or entity owing a duty of confidentiality to the Company or any of its successors or their subsidiaries or affiliatesaffiliated companies (collectively, relating to the Company, its subsidiaries or affiliates"FTD Group"), including but not limited to information regarding customers, vendors, suppliers, trade secrets, training programs, manuals or materials, technical information, contracts, systems, procedures, mailing lists, know-how, trade names, improvementstest data, price lists, financial or other data (including the revenues, costs or profits associated with any of the Company’s, or any of its subsidiaries’ or affiliates’, 's products or services), business and product plans, code books, invoices and other financial statements, computer programs, software systems, databases, discs and printouts, plans (business, technical or otherwise), customer and industry lists, correspondence, internal reportssupplier lists or names, personnel files, sales and advertising material, telephone numbers, names, addresses or any other compilation of information, written or unwritten, which that is or was used in the business of the Company Company, any predecessor of the Company, or any subsidiaries of the Company's subsidiaries, affiliates, successors or affiliates thereofassigns. The Executive Employee agrees and acknowledges that all of such information, in any form, and copies and extracts thereof, thereof are and shall remain the sole and exclusive property of the Company any of its subsidiaries or affiliatesother FTD Group entity, and upon termination of his her employment with the Company, the Executive Employee shall return to the Company any of its subsidiaries or affiliates the originals and all copies (and shall delete all such items in electronic format) of any such information provided to or acquired by the Executive Employee in connection with the performance of his the Employee's duties for the Company, and shall return to the Company any of its subsidiaries or affiliates all files, correspondence and/or correspondence, computer equipment and disks or other communications (including any such materials in electronic format) received, maintained and/or or originated by the Executive Employee during the course of his the Employee's employment.