Common use of Obligation to Maintain Confidentiality Clause in Contracts

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the BoardBoard of Directors, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Employee acknowledges that the continued success information, observations and data (including trade secrets) obtained by him while employed by Employer both before and after the date of this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Employee becomes aware during the Employment Period. Therefore, the Executive Employee agrees that he will not disclose to disclose any unauthorized Person or use for his own purposes any Confidential Information or any Third Party Information (as defined below) without the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveEmployee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the Executive must order or decree (in which case Employee shall give prior written notice to the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationdisclosure). Upon the termination of the Executive’s employment with the Company, the Executive agrees to Employee shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the continued success course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary informationCompany, including confidential and proprietary Employer or their respective Subsidiaries or Affiliates, other than information now existing already known by Executive prior to his employment with Employer (other than any pre-employment discussions or to be developed in the future. negotiations) (“Confidential Information” will be ”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined as all information of any sort (whether merely remembered below) and acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees not that he will not, during the Employment Period and thereafter, disclose to disclose any unauthorized Person or use for his own account, or the Executive’s own account of any of such unauthorized Person, any Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, provided that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with uses all reasonable efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality confidential treatment for of such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any Confidential Information during the Employment Period and for a period of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, five (5) years thereafter without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the foregoing, Executive’s control, obligations and agreements pursuant to this Section 7(a) with respect to any Confidential Information that constitutes a “trade secret” as defined under applicable law shall continue indefinitely subsequent to the expiration of the 5-year period described above or until such Confidential Information no longer constitutes a “trade secret,” other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach acts or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought omissions to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyact.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the Company, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Services, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereaftershares of Common Stock, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Directorship, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereaftershares of Common Stock, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive (i) Officer acknowledges that the continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information, including . All of such confidential and proprietary information now existing or to be developed in the future. future will be referred to in this Agreement as “Confidential Information” ”. Confidential Information will be defined interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related developed or used by the Company Group relating to the Company’s priortheir business, current operations, employees, customers, program managers, suppliers or potential distributors, including: confidential or proprietary names and records, purchase orders, financial data, pricing information and price lists; business plans and (ii) market strategies and arrangements; books, records, manuals, mailing lists, purchasing materials, purchasing records, personnel records and quality control records; methods; trademarks, copyrights and patents, and applications therefor; trade secrets; inventions, processes, procedures, research records, market surveys and marketing know-how; and software, computer programs, data bases and documentation thereof. Officer agrees that Officer shall not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized person or use for the ExecutiveOfficer’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (ix) becomes generally known to and available for use by the public other than as a result of the ExecutiveOfficer’s improper acts or omissions to act or (iiy) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive Officer agrees to deliver to the CompanyBank at the end of the Term, upon requestor at any other time the Bank may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Group (including, without limitation, all Confidential Information) that the Executive Officer may then possess or have under the ExecutiveOfficer’s control. (ii) Nothing in this Agreement prohibits Officer from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other than disclosures, that are protected under the whistleblower or similar protective provisions of federal law or regulation (or similar state laws). Officer will not need the prior authorization of the Bank to make any such documents as are generally reports or publicly known (disclosures and Officer will not be required to notify the Bank that Officer has made such reports or disclosures, provided, that such documents are not known as a result nothing shall waive any attorney client or similar privilege of the Executive’s breach Company Group. Nothing in this Agreement in any way prohibits or actions is intended to restrict or impede Officer from exercising protected rights to the extent that such rights cannot be waived by agreement. Nothing herein will prevent receipt by Officer of any rewards (or similar awards or entitlements) in respect of the provision of information under any such whistleblower or similar protective provision of federal law or regulation (or similar state laws). Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of this Agreement); law, or (y) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Officer files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Officer may disclose trade secrets to Officer’s attorney and at any time thereafter, if any such materials are brought to use the Executive’s attention or the Executive discovers them trade secret information in the Executive’s possessioncourt proceeding if Officer (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, the Executive shall deliver such materials except pursuant to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companycourt order.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company depends upon the use Company, Parent and protection of a large body of confidential their respective Subsidiaries and proprietary informationAffiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Parent’s and their respective Subsidiaries’ business or industry of which Executive becomes aware during the Employment Period (collectively, current or potential business and (ii) not generally or publicly known. Therefore“ Confidential Information “), are the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director property of the Company, without prior written consent of the BoardParent or such Subsidiaries and Affiliates. Therefore, unless and Executive agrees that he will not disclose to the extent that any unauthorized Person or use for his own account any Confidential Information (i) becomes generally known to and available for use by without the public other than as a result of the ExecutiveBoard’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, prior written consent. Executive agrees that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the upon Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Companyrequest, the Executive agrees to he shall deliver to the CompanyCompany at a Separation, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Company, Parent and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the Executive’s controlforegoing, other the restrictions contained herein shall not apply to any Confidential Information which Executive can demonstrate by written record (i) was or becomes available to the public, otherwise than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s by breach or actions in violation of this Agreement), or (ii) is lawfully made available to Executive by an independent third party; and or (iii) is already in Executive’s possession at the time of initial receipt from Company; or (iv) is required by law, regulation, rule, act, or order of any time thereaftergovernmental authority or agency to be disclosed by Executive; provided, if any such materials are brought however, that Executive shall give Company sufficient advance written notice to permit it to seek a protective order or other similar order with respect to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the CompanyConfidential Information.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Xxxxxxx’s employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Xxxxxxx’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination ownership of the Executive’s employment with the CompanyPerformance-Based Restricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon or any of its Subsidiaries or Affiliates obtained by the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing Optionee while employed by or to be developed in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which the Optionee becomes aware during the period of the Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to the Optionee prior to the Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . The Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her Termination of Services, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that which the Executive Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought Company relating to the ExecutiveOptionee’s attention or the Executive discovers them in the Executive’s possessionownership of shares of Common Stock, the Executive shall deliver such materials which information will nonetheless continue to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Employee acknowledges that the continued success information, observations and data (including trade secrets) obtained by him while employed by Employer both before and after the date of this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Employee becomes aware during the Employment Period. Therefore, the Executive Employee agrees that he will not disclose to disclose any unauthorized Person or use for his own purposes any Confidential Information or any Third Party Information without the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveEmployee’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the Executive must order or decree (in which case Employee shall give prior written notice to the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationdisclosure). Upon the termination of the Executive’s employment with the Company, the Executive agrees to Employee shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, observations and data (including confidential trade secrets) obtained by Executive while employed by Employer both before and proprietary information now existing after the date of this Agreement concerning the business or to be developed in the future. affairs of Parent, Employer and their respective Subsidiaries and Affiliates (“Confidential Information” will be defined as all ”) are the property of Parent, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to Parent’s and Employer’s business or industry of which Executive becomes aware during the Company’s prior, current or potential business and (ii) not generally or publicly knownEmployment Period. Therefore, the Executive agrees that Executive will not disclose to disclose any unauthorized Person or use for the Executive’s own account purposes any of such Confidential Information, except as reasonably necessary for Information or any Third Party Information without the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the order or decree (in which case Executive must shall give the Company prompt prior written notice to Parent of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationdisclosure). Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the Company, upon Employer any time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Parent, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive Purchaser acknowledges that the continued success information, observations and data (including trade secrets) of a confidential, proprietary or secret nature obtained by her during the course of her performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Solera, Inc. and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Solera, Inc. or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Solera, current Inc.’s business or potential business and industry of which Purchaser becomes aware during the period in which Purchaser serves as a manager of the Company and/or a director of any of its Subsidiaries (ii) the “Service Period”). Purchaser agrees that she will not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized Person or use for the Executive’s her own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutivePurchaser’s improper acts or omissions to act act, (ii) was known to Purchaser prior to Purchaser’s service for the Company, Solera, Inc. or any of their Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to Purchaser shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Solera, Inc. and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which she may then possess or have under the Executive’s her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information, observations and data obtained by Executive during the course of Executive’s performance under this Agreement concerning the business and affairs of the Company depends upon Group, including, but not limited to, information concerning acquisition opportunities in or reasonably related to the use and protection business of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Company Group (“Confidential Information” will be defined as all information ”), of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to which the Company’s prior, current or potential business and (ii) not generally or publicly knownExecutive becomes aware during the Term are the property of the Company Group. Therefore, the Executive agrees that Executive will not disclose to disclose any unauthorized Person or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for Information without the performance of the ExecutiveCEO’s duties as an employee or director of the Company, without prior written consent of the Boardconsent, unless and to the extent that any Confidential Information the aforementioned matters (i) becomes become generally known to and available for use by the public or within the Company’s industry, other than as a result of the Executive’s improper acts or omissions to act or in breach of this Agreement, (ii) were known by the Executive prior to Executive’s commencement of employment with the Company (other than Confidential Information disclosed to the Executive in confidence in connection with the Executive’s employment with the Company or another Company Group company), (iii) is required to be disclosed pursuant to any applicable law, governmental or regulatory action or investigation, court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination subpoena, (iv) are in furtherance of the Executive’s employment with duties under Section 1(a) hereof, or (v) the Companydisclosure of such Confidential Information is expressly authorized by the Board in writing . In the event of the receipt of a subpoena or other legal compulsion, Executive shall provide notice to the Company so the Company may, at its option, interpose any objection it may have to any disclosure that otherwise would be prohibited by this confidentiality obligation, or seek a protective order to prevent such a disclosure. Executive agrees to cooperate fully in any efforts to prevent such a disclosure. The Executive agrees to destroy or deliver to the CompanyCompany following Executive’s termination of employment, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Group (including, without limitation, all acquisition prospects, lists and contact information) or containing Confidential Information) that the Information which Executive may then possess or have under the Executive’s control, other than ; provided that nothing herein shall preclude the Executive from retaining (A) such documents and information as are generally shall pertain to Executive’s rights hereunder or publicly known (provided, that making such documents are not known disclosure as a result shall be reasonably necessary to enforce any of the Executive’s breach or actions in violation rights hereunder, and (B) a copy of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possessioncontacts, the Executive shall deliver calendar, and such other materials to the extent reasonably necessary for the filing of Executive’s personal taxes. Executive will only destroy electronic or paper documents if they exist in other formats at the Company immediately upon such notice or discoveryand if doing so would not cause any damage to the Company. The provisions Otherwise, Executive will return them to the Company. Upon request by the Company, Executive shall provide certification of this Section 10.2(a) destruction detailing the steps taken and information destroyed. Employee’s obligations with respect to Confidential Information that does not constitute a trade secret under applicable law shall specifically survive the expiration or earlier termination of this Agreement and continue for five years following the termination of the Executive’s employment for any reason. Employee’s obligations with the Companyrespect to information that constitutes a trade secret under applicable law will continue for so long as such information remains a trade secret.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential its Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for his own account, other than as required in the Executive’s own account any of such Confidential Information, except as reasonably necessary for the good faith performance of the Executive’s his duties as an employee or director of the Companyhereunder, any Confidential Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x). Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfilings is made under seal.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x); provided that, Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfilings is made under seal.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Xxxxxxx’s employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Xxxxxxx’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination ownership of the Executive’s employment with the CompanyRestricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for his own account, other than as required in the Executive’s own account any of such Confidential Information, except as reasonably necessary for the good faith performance of the Executive’s his duties as an employee or director of the Companyhereunder, any Confidential Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x). Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfiling is made under seal.

Obligation to Maintain Confidentiality. The Executive Grantee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries obtained by Grantee while employed by or to be developed in the future. service of the Company or any of their respective Subsidiaries (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally industry of which Grantee becomes aware during the period of Graxxxx’x employment or publicly knownservice. Therefore, the Executive Grantee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveGrantee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveGrantee’s improper acts or omissions to act act, (ii) was known to Grantee prior to Grantee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Grantee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of employment, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Grantee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought Company relating to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination Graxxxx’x ownership of the Executive’s employment with the CompanyRestricted Shares, which information will nonetheless continue to constitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, observations and data (including confidential trade secrets) obtained by Executive while employed by Employer after the date of this Agreement concerning the business or affairs of Parent, Employer and proprietary information now existing or to be developed in the future. their respective Subsidiaries and Affiliates (“Confidential Information” will be defined as all ”) are the property of Parent, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition targets and opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to Parent’s and Employer’s business or industry of which Executive becomes aware during the Company’s prior, current or potential business and (ii) not generally or publicly knownEmployment Period. Therefore, the Executive agrees that Executive will not disclose to disclose any unauthorized Person or use for the Executive’s own account purposes any of such Confidential Information, except as reasonably necessary for Information or any Third Party Information without the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any the Confidential Information or Third Party Information, (i) becomes generally known to and or available for use by the public other than as a result of the Executive’s improper acts disclosure without proper authorization from the Company or omissions to act or Employer; (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or a court order; provided, however, that the order or decree (in which case Executive must shall give the Company prompt prior written notice to Parent of any such legal requirement, disclose no more information disclosure); or (iii) was or becomes available to Executive from a source other than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Employer and their respective Subsidiaries and Affiliates (provided such source was not known by Executive agrees to be bound by a confidentiality agreement with respect to such information). Executive shall deliver to the CompanyEmployer at a Separation, upon or at any other time Employer may request, all memoranda, notes, plans, records, reports reports, computer files, disks and tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) embodying or relating to the Confidential Information, Third Party Information, Work Product (as defined below) or the business of the Company Parent, Employer and their respective Subsidiaries and Affiliates (includingincluding all acquisition prospects, without limitation, all Confidential Informationlists and contact information) that the Executive which he may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Employer and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any Confidential Information during the Employment Period and for a period of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, five (5) years thereafter without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the foregoing, Executive’s control, obligations and agreements pursuant to this Section 2(a) with respect to any Confidential Information that constitutes a “trade secret” as defined under applicable law shall continue indefinitely subsequent to the expiration of the five (5)-year period described above or until such Confidential Information no longer constitutes a “trade secret,” other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach acts or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought omissions to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyact.

Obligation to Maintain Confidentiality. The Executive acknowledges that all information, observations and data (including trade secrets) obtained by him during the continued success course of his employment with the Company concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. its Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company and its Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (iA) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (iiB) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; providedorder or pursuant to a request by a governmental entity, howeverprovided that in the event of a request described in clause (B), that the Executive must give shall (i) promptly notify the Company prompt written notice of any the existence, terms and circumstances surrounding such legal requirementa request, disclose no more information than is so required(ii) consult with the Company on the advisability of taking steps to resist or narrow such request, and (iii) cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information that is required to be disclosed. Executive agrees to shall deliver to the CompanyCompany at his Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding anything herein to the Executive’s controlcontrary, other than such documents as are generally nothing in this Agreement shall (x) prohibit Executive from making reports of possible violations of federal law or publicly known (provided, that such documents are not known as a result regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Executive’s breach Securities Exchange Act of 1934, as amended, or actions Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (y) require notification or prior approval by the Company of any reporting described in provision (x); provided that Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Furthermore, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of this Agreement); and at any time thereafterlaw or (2) in a complaint or other document filed in a lawsuit or proceeding, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyfiling is made under seal.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information, observations and data obtained by him during the course of his performance under this Agreement concerning the business and affairs of the Company depends upon Group, including, but not limited to, information concerning acquisition opportunities in or reasonably related to the use and protection business of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Company Group (“Confidential Information” will be defined as all information ”), of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to which the Company’s prior, current or potential business and (ii) not generally or publicly knownExecutive becomes aware during the Term are the property of the Company Group. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any Confidential Information the aforementioned matters (i) becomes become generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or in breach of this Agreement, (ii) were known by the Executive prior to his commencement of service under the Prior Employment Agreement (other than Confidential Information disclosed to the Executive in confidence in connection with the Executive’s employment with the Company or another Company Group company), (iii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination (iv) are in furtherance of the Executive’s employment with the Company, the duties under Section 1(a) hereof. The Executive agrees to deliver to the CompanyCompany following his termination of employment, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company Group (including, without limitation, all acquisition prospects, lists and contact information) or containing Confidential Information) that the Executive Information which he may then possess or have under his control; provided that nothing herein shall preclude the Executive’s control, other than Executive from retaining such documents and information as are generally shall pertain to his rights hereunder or publicly known (provided, that making such documents are not known disclosure as a result shall be reasonably necessary to enforce any of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyrights hereunder.

Obligation to Maintain Confidentiality. The Executive Purchaser acknowledges that the continued success information, observations and data (including trade secrets) of a confidential, proprietary or secret nature obtained by him during the course of his performance under this Agreement concerning the business or affairs of the Company depends upon the use Company, Solera, Inc. and protection of a large body of confidential their respective Subsidiaries and proprietary information, including confidential and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of the Company, Solera, Inc. or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand Solera, current Inc.’s business or potential business and industry of which Purchaser becomes aware during the period in which Purchaser serves as a manager of the Company and/or a director of any of its Subsidiaries (ii) the “Service Period”). Purchaser agrees that he will not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the ExecutivePurchaser’s improper acts or omissions to act act, (ii) was known to Purchaser prior to Purchaser’s service for the Company, Solera, Inc. or any of their Subsidiaries and Affiliates, or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to Purchaser shall deliver to the CompanyCompany at a Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Solera, Inc. and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive Officer acknowledges that the continued success of the Company Group depends upon the use and protection of a large body of confidential and proprietary information, including . All of such confidential and proprietary information now existing or to be developed in the future. future will be referred to in this Agreement as “Confidential Information” ”. Confidential Information will be defined interpreted as broadly as possible to include all information of any sort (whether merely remembered including as known by Officer or embodied in a tangible or intangible form) that is (i) related developed or used by the Company Group relating to the Company’s priortheir business, current operations, employees, customers, suppliers or potential distributors, including: confidential or proprietary names and records, purchase orders, financial data, pricing information and price lists; business plans and (ii) market strategies and arrangements; books, records, manuals, mailing lists, purchasing materials, purchasing records, personnel records and quality control records; trademarks, copyrights and patents, and applications therefor; trade secrets; inventions, processes, procedures, research records, market surveys and marketing know-how; and software, computer programs, data bases and documentation thereof. Officer agrees that he shall not generally or publicly known. Therefore, the Executive agrees not disclose to disclose any unauthorized person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the ExecutiveOfficer’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive Officer agrees to deliver to the CompanyCompany at the end of the Term, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive he may then possess or have under his control. Nothing in this Agreement prohibits Officer from reporting possible violations of federal law or regulation to any governmental agency or entity, or making other disclosures, that are protected under the Executive’s controlwhistleblower or similar protective provisions of federal law or regulation (or similar state laws). Officer will not need the prior authorization of the Bank to make any such reports or disclosures and Officer will not be required to notify the Bank that Officer has made such reports or disclosures, other than such documents as are generally or publicly known (provided, that such documents are not known as a result nothing shall waive any attorney client or similar privilege of the Executive’s breach Company Group. Nothing in this Agreement in any way prohibits or actions is intended to restrict or impede Officer from exercising protected rights to the extent that such rights cannot be waived by agreement. Nothing herein will prevent receipt by Officer of any rewards (or similar awards or entitlements) in respect of the provision of information under any such whistleblower or similar protective provision of federal law or regulation (or similar state laws). Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of this Agreement); law, or (y) in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Officer files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Officer may disclose trade secrets to Officer’s attorney and at any time thereafter, if any such materials are brought to use the Executive’s attention or the Executive discovers them trade secret information in the Executive’s possessioncourt proceeding if Officer (I) files any document containing the trade secret under seal and (II) does not disclose the trade secret, the Executive shall deliver such materials except pursuant to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companycourt order.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use information, observations and protection data (including trade secrets) of a large body confidential, proprietary or secret nature obtained by him during the course of confidential his performance under this Agreement concerning the business or affairs of Solera Holdings, Employer and proprietary information, including confidential their respective Subsidiaries and proprietary information now existing or to be developed in the future. Affiliates (“Confidential Information” will be defined as all ”) are the property of Solera Holdings, Employer or such Subsidiaries and Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to Solera Holdings’ and Employer’s business or industry of which Executive becomes aware during the Company’s prior, current or potential business and (ii) not generally or publicly knownEmployment Period. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act act, (ii) was known to Executive prior to Executive’s employment with Employer, Solera Holdings or any of their Subsidiaries and Affiliates (excluding information relating to Solera Holdings or its Subsidiaries or to any acquisitions contemplated by Solera Holdings or its Affiliates as of the date hereof), or (iiiii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the . Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanySolera Holdings at a Separation, upon or at any other time Solera Holdings may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Solera Holdings, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under the Executive’s his control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success information and data obtained by him during the course of his employment with the Company and/or its Subsidiaries and Affiliates and his performance under this Agreement concerning the business and affairs of the Company depends upon the use and protection of a large body of confidential its Subsidiaries and proprietary informationAffiliates, including confidential and proprietary information now existing concerning acquisition opportunities in or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s priorand its Subsidiaries’ or Affiliates’ business or industry of which Executive becomes aware during his employment with the Company and/or its Subsidiaries and Affiliates prior to the date hereof and during the Employment Period (collectively, current “Confidential Information”), are the property of the Company or potential business such Subsidiaries and (ii) not generally or publicly knownAffiliates. Therefore, the Executive agrees that he will not disclose to disclose any unauthorized Person or use for the Executive’s his own account any of such Confidential Information, except as reasonably necessary for Information without the performance of the ExecutiveBoard’s duties as an employee or director of the Company, without prior written consent of the Board, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such informationconsent. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany at a Separation, upon requestor at any other time the Company may request in writing, all memoranda, notes, plans, records, reports and other documents (including and copies thereof and electronic mediathereof) relating to the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. Notwithstanding the Executive’s controlforegoing, other the restrictions contained herein shall not apply to any information which Executive can demonstrate by written record (i) was already available to the public, otherwise than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s by breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought (ii) was known by Executive prior to the Executivedisclosure to him of such information by the Company, (iii) becomes available to Executive through third parties not associated with the Company and not bound to keep the Company’s attention Confidential Information confidential; or (iv) was the subject of a court order for Executive discovers them in the Executive’s possessionto disclose, the provided that Executive shall deliver such materials to give the Company immediately upon prompt notice of any and all such notice requests for disclosure so that it may take all necessary or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration desired action to avoid or earlier termination of this Agreement and the termination of the Executive’s employment with the Companylimit disclosure.

Obligation to Maintain Confidentiality. The Executive Optionee acknowledges that the continued success confidential or proprietary information and data (including trade secrets) of the Company depends upon the use and protection or any of a large body of confidential and proprietary information, including confidential and proprietary information now existing its Subsidiaries or to be developed Affiliates obtained by Optionee while employed by or in the future. service of the Company or any of its Subsidiaries or Affiliates (including, without limitation, prior to the date of this Agreement) (“Confidential Information” will be defined as all ”) are the property of the Company or such Subsidiaries or Affiliates, including information of any sort (whether merely remembered concerning acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which Optionee becomes aware during the period of Optionee’s prior, current employment or potential business and (ii) not generally or publicly knownservice. Therefore, the Executive Optionee agrees that he or she will not disclose to disclose any unauthorized person, group or entity or use for the ExecutiveOptionee’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of Information without the Company, without prior ’s written consent of the Boardconsent, unless and to the extent that any the Confidential Information Information, (ia) becomes generally known to and available for use by the public other than as a result of the ExecutiveOptionee’s improper acts or omissions to act act, (b) was known to Optionee prior to Optionee’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (iic) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all . Optionee shall use reasonable best efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany on the date of his or her termination of service, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which Optionee may then possess or have under the Executive’s his or her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result but excluding financial information of the ExecutiveCompany relating to Optionee’s breach or actions in violation ownership of this Agreement); and at any time thereafterOption Shares, if any such materials are brought which information will nonetheless continue to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Companyconstitute Confidential Information.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company and the Parent and their subsidiaries depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (i) related to the Company’s and the Parent’s and their subsidiaries’ prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the CompanyCompany or the Parent, without prior written consent of the BoardBoard of Managers or the Board of Directors of the Parent, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company and the Parent prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all efforts by the Company and the Parent (at the Company’s and the Parent’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to deliver to the CompanyCompany and the Parent, upon request, all memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company and the Parent (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company and the Parent immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that any trade secrets or other information, observations and data obtained by him during the continued success course of his performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary informationCompany, including confidential and proprietary Employer or their respective Subsidiaries or Affiliates, other than information now existing already known by Executive prior to his employment with Employer (other than any pre-employment discussions or to be developed in the future. negotiations) (“Confidential Information” will be ”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined as all information of any sort (whether merely remembered below) and acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees not that he will not, during the Employment Period and thereafter, disclose to disclose any unauthorized Person or use for his own account, or the Executive’s own account of any of such unauthorized Person, any Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, provided that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with uses all reasonable efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality confidential treatment for of such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which he may then possess or have under his control. This provisions shall not in any manner restrict the possession or use by Executive of information generally known and used by persons with training and experience comparable to Executive’s control, other than such documents as are generally or publicly known and which is (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them x) common knowledge in the Executive’s possession, industry or (y) is otherwise legally in the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.public domain,

Obligation to Maintain Confidentiality. The Executive acknowledges that any trade secrets or other information, observations and data obtained by her during the continued success course of her performance under this Agreement (or during any pre-employment discussions or negotiations) concerning the business or affairs of the Company depends upon the use and protection of a large body of confidential and proprietary informationCompany, including confidential and proprietary Employer or their respective Subsidiaries or Affiliates, other than information now existing already known by Executive prior to her employment with Employer (other than any pre-employment discussions or to be developed in the future. negotiations) (“Confidential Information” will be ”) are the property of the Company, Employer or such Subsidiaries or Affiliates, including information concerning Work Product (as defined as all information of any sort (whether merely remembered below) and acquisition opportunities in or embodied in a tangible or intangible form) that is (i) reasonably related to the Company’s prior, current and Employer’s business or potential business and (ii) not generally or publicly knownindustry of which Executive becomes aware during the Employment Period. Therefore, the Executive agrees not that she will not, during the Employment Period and thereafter, disclose to disclose any unauthorized Person or use for her own account, or the Executive’s own account of any of such unauthorized Person, any Confidential Information, except as reasonably necessary for the performance of the Executive’s duties as an employee or director of the Company, Information without prior written consent of the Board’s written consent, unless and to the extent that any the Confidential Information Information, (i) becomes generally known to and available for use by the public other than as a result of the Executive’s improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action law or court order; provided, however, provided that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with uses all reasonable efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality confidential treatment for of such information. Upon the termination of the Executive’s employment with the Company, the Executive agrees to shall deliver to the CompanyCompany at Separation, upon or at any other time the Company may request, all memoranda, notes, plans, records, reports reports, computer tapes, printouts and software and other documents and data (including and copies thereof and electronic mediathereof) relating to the Confidential Information, Work Product (as defined below) or the business of the Company Company, Employer and their respective Subsidiaries and Affiliates (including, without limitation, all Confidential Informationacquisition prospects, lists and contact information) that the Executive which she may then possess or have under the Executive’s her control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s attention or the Executive discovers them in the Executive’s possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.

Obligation to Maintain Confidentiality. The Executive acknowledges that the continued success of the Company depends upon the use and protection of a large body of confidential and proprietary information, including confidential and proprietary information now existing or to be developed in the future. “"Confidential Information” will be defined as all information of any sort (whether merely remembered or embodied in i n a tangible or intangible form) that is (i) related to the Company’s prior, current or potential business and (ii) not generally or publicly known. Therefore, the Executive agrees not to disclose or use for the Executive’s Executive 's own account any of such Confidential Information, except as reasonably necessary for the performance of the Executive’s Executive 's duties as an employee or director of the Company, without prior written consent of the BoardBoard of Directors, unless and to the extent that any Confidential Information (i) becomes generally known to and available for use by the public other than as a result of the Executive’s Executive 's improper acts or omissions to act or (ii) is required to be disclosed pursuant to any applicable law, regulatory action or court order; provided, however, that the Executive must give the Company prompt written notice of any such legal requirement, disclose no more information than is so required, and cooperate fully with all al l efforts by the Company (at the Company’s sole expense) to obtain a protective order or similar confidentiality treatment for such information. Upon the termination of the Executive’s Executive 's employment with the Company, the Executive agrees to deliver to the Company, upon request, all al l memoranda, notes, plans, records, reports and other documents (including copies thereof and electronic media) relating to the business of the Company (including, without limitation, all Confidential Information) that the Executive may then possess or have under the Executive’s Executive 's control, other than such documents as are generally or publicly known (provided, that such documents are not known as a result of the Executive’s Executive 's breach or actions in violation of this Agreement); and at any time thereafter, if any such materials are brought to the Executive’s Executive 's attention or the Executive discovers them in i n the Executive’s Executive 's possession, the Executive shall deliver such materials to the Company immediately upon such notice or discovery. The provisions of this Section 10.2(a) shall specifically survive the expiration or earlier termination of this Agreement and the termination of the Executive’s employment with the Company.