Common use of Obligation to Maintain Confidentiality Clause in Contracts

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s 's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. The Executive acknowledges that any Proprietary Information disclosed or made available to the Executive or obtained, observed or known by the Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries and LECG during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which the Executive is receiving Severance Payments, are the property of the Company and its Subsidiariesapplicable LECG Entity. Therefore, the Executive agrees that, other than in the course of performance of his duties as an employee of the Company, that he will not at any time (whether during or after the Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business Records for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive’s 's acts or omissions failure to act. The Executive agrees to must deliver to the Company or LECG, as applicable, at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company or LECG may request in writing (whether during or after the Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business Records which he may then possess or have under his control. The Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiariesany LECG Entity, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries the applicable LECG Entity and their respective personnel at any time with or without notice. The Executive acknowledges that because of technological advances, the Company's products and services can be developed and marketed anywhere in the world, and that the market in which the Company competes is worldwide, and therefore, the protection afforded the Company must likewise be worldwide. The Executive acknowledges and agrees that all information concerning the work conducted by the Company and any potential products of the Company are and constitute exceptionally valuable trade secrets of Employer. That information includes, among other matters, the facts that any particular work or project is planned, under consideration, or in production, as well as any descriptions of any existing, pending or proposed work. The Executive further agrees to use his best efforts to prevent inadvertent disclosure of any Proprietary Information and/or other confidential or trade secret information of the Company to any third party by using the same care and discretion that he uses with similar data he designates as confidential or trade secret. Nothing in this Section 8(a2(a) shall be construed to prevent prevents the Executive from using his general knowledge and experience in future employment so long as the Executive complies with this Section 8(a2(a) and the other restrictions contained in this Agreement. If after the Executive's employment with the Company is terminated, the Board receives a written request from a client that the Company release Proprietary Information related to that client, the Company will release such information in accordance with such request, subject to any applicable nondisclosure obligations to which the Company is subject.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available With respect to Executive or obtainedeach Unitholder and their respective Affiliates, observed or known by Executive as a direct or indirect consequence except to the extent necessary for the exercise of his employment with or its rights and remedies and the performance of services for its obligations under this Agreement, such Unitholder will not itself use or intentionally disclose (and will not permit the Company use or disclosure by any of its Subsidiaries during the course of his performance of services forAffiliates or its advisors, or employment withcounsel and public accountants (collectively, any of the foregoing Persons (whether or not compensated for such services“Advisors”)) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orof, directly or indirectly, utilize for his any the Company documents or this Agreement or information furnished thereunder (the “Confidential Information”), and will use all reasonable efforts to have all such Confidential Information kept confidential (consistent with its own account or permit practices) and not used in any way known to such Unitholder to be utilized detrimental to any of the other Parties; provided, that (i) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information to its special counsel and public accountants or any Governmental Authority, including the U.S. Securities and Exchange Commission in such public filings as required under applicable law or advised by counsel to be disclosed therein, (ii) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information that has been publicly disclosed (other than by such Unitholder, its Affiliates or any of its advisors in breach of this Section) or has rightfully come into the possession of such Unitholder thereof or any of its Affiliates or advisors other than from another Unitholder or a Person acting on such other Unitholder’s behalf, (iii) to the extent that any Proprietary Information such Unitholder, its Affiliates or records pertaining its advisors may have received a subpoena or other written demand under color of legal right for such information, such Unitholder, its Affiliates or advisors may disclose such information, but such Unitholder will first, as soon as practicable upon receipt of such demand and unless otherwise prohibited by applicable Law, furnish a copy thereof to the other Parties and, if practicable so long as such Unitholder, its Affiliates or advisors will not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other Parties reasonable opportunity, at such other Parties’ cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (iv) disclosures to lenders, potential lenders, investors, potential investors, strategic partners or acquirers, or potential strategic partners or acquirers, or other Persons providing financing to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consentPEDCO or STXRA, unless and if such Persons have agreed to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use abide by the public other than as a direct or indirect result terms of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employmentthis Section, (v) any such Unitholder, its Affiliates and its advisors may disclose any such information, and make such filings, as a condition to receipt of the next may be required by this Agreement or final payment of compensationapplicable law, or at any other time the Company may request in writing including, but not limited to, U.S. securities laws, and (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing vi) nothing in this Section 8(a) shall be construed to will prevent Executive any such Unitholder from using his general knowledge such information for its own internal purposes. Notwithstanding anything herein to the contrary, a Unitholder may disclose information to its Affiliates and experience other advisors in future employment so long as Executive complies accordance with this Section 8(a) and Agreement if such Persons have agreed to the other restrictions contained in terms of this AgreementSection.

Obligation to Maintain Confidentiality. Executive acknowledges that any the continued success of the Employer and its Subsidiaries (collectively, the “LoanDepot Group”) depends upon the use and protection of Proprietary Information. Executive further acknowledges that the Proprietary Information disclosed or made available to Executive or obtained, observed or known obtained by Executive as a direct or indirect consequence during the course of his Executive’s employment with or performance of services for the Company Employer or any of its Subsidiaries or Affiliates concerning the Business and the business and affairs of the Employer or any member of the LoanDepot Group is the property of Employer or such member of the LoanDepot Group, including information concerning acquisition opportunities in, or reasonably related to, the Employer’s business or industry. Executive agrees to hold in strict confidence and in trust for the sole benefit of the Employer all Trade Secrets and Proprietary Information to which he may have or has had access during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) with Employer and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at disclose any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orProprietary Information, directly or indirectly, utilize for his own account to anyone outside the LoanDepot Group, nor use, copy, publish, summarize, or permit to be utilized by any Person any remove from the Employer’s premises such Proprietary Information (or records pertaining to the Company, its Subsidiaries and their respective business for remove from Employer premises any reason whatsoever without the Chief Executive Officer’s consent, unless and other property of Employer) except: (i) during his employment to the extent that necessary to carry out his responsibilities as an employee of Employer; (except as otherwise provided in the definition of Proprietary Informationii) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the after termination of his employment, as specifically authorized by the Board; or (iii) as required by law, provided that (unless he is prohibited by law from doing so) he first gives Employer an opportunity to challenge such requirement before a condition court. Executive shall take reasonable and appropriate steps to receipt safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. Executive shall deliver to Employer upon the termination of the next Employment Period all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or final payment relating to the Proprietary Information, Work Product (as defined below) or the business or affairs of compensationthe Employer or any member of the LoanDepot Group (including, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)without limitation, all records pertaining to the Companyacquisition prospects, its Subsidiaries lists and their respective business contact information) which he Executive may then possess or have under his control. Executive further Notwithstanding anything to the contrary contained herein, the Employer acknowledges and agrees that any property situated on Executive’s relationships, general knowledge, skills and expertise that existed prior to and/or during the CompanyEmployment Period shall not constitute Proprietary Information, Trade Secrets, or Work Product, and the Employer agrees that Executive may use such relationships, general knowledge, skills and expertise after the Employment Period; provided that, Proprietary Information, Trade Secrets, or Work Product shall continue to be protected as provided herein to the extent that the foregoing are not Executive’s or its Subsidiaries’ premises relationships, general knowledge, skills and owned by expertise that existed prior to and/or during the Company or its SubsidiariesEmployment Period. For purposes of illustration, including disks and other storage mediaif, filing cabinets or other work areasduring the Employment Period, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from creates software using his general skills, generally knowledge and experience expertise that existed prior to and/or during the Employment Period, then such software would be Work Product but the general knowledge, skills and expertise that were used in future employment so long as Executive complies with this Section 8(a) and creating the other restrictions contained in this Agreementsoftware would not be Work Product, Proprietary Information or Trade Secrets.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available With respect to Executive or obtainedeach Unitholder and their respective Affiliates, observed or known by Executive as a direct or indirect consequence except to the extent necessary for the exercise of his employment with or its rights and remedies and the performance of services for its obligations under this Agreement, such Unitholder will not itself use or intentionally disclose (and will not permit the Company use or disclosure by any of its Subsidiaries during the course of his performance of services forAffiliates or its advisors, or employment withcounsel and public accountants (collectively, any of the foregoing Persons (whether or not compensated for such services“Advisors”)) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orof, directly or indirectly, utilize for his any CONDOR documents or this Agreement or information furnished thereunder (the “Confidential Information”), and will use all reasonable efforts to have all such Confidential Information kept confidential (consistent with its own account or permit practices) and not used in any way known to such Unitholder to be utilized by detrimental to any Person of the other Parties; provided, that (i) any Proprietary Information or records pertaining to the Companysuch Unitholder, its Subsidiaries Affiliates and their respective business for its advisors may use, retain and disclose any reason whatsoever without such Confidential Information to its special counsel and public accountants or any Governmental Authority, including the Chief Executive OfficerU.S. Securities and Exchange Commission in such public filings as required under applicable law or advised by counsel to be disclosed therein, (ii) any such Unitholder, its Affiliates and its advisors may use, retain and disclose any such Confidential Information that has been publicly disclosed (other than by such Unitholder, its Affiliates or any of its advisors in breach of this Section) or has rightfully come into the possession of such Unitholder thereof or any of its Affiliates or advisors other than from another Unitholder or a Person acting on such other Unitholder’s consentbehalf, unless and (iii) to the extent that any such Unitholder, its Affiliates or its advisors may have received a subpoena or other written demand under color of legal right for such information, such Unitholder, its Affiliates or advisors may disclose such information, but such Unitholder will first, as soon as practicable upon receipt of such demand and unless otherwise prohibited by applicable Law, furnish a copy thereof to the other Parties and, if practicable so long as such Unitholder, its Affiliates or advisors will not be in violation of such subpoena or demand or likely to become liable to any penalty or sanctions thereunder, afford the other Parties reasonable opportunity, at such other Parties’ cost and expense, to obtain a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed, (except as otherwise provided in the definition of Proprietary Informationiv) the aforementioned matters become generally known disclosures to and available for use lenders, potential lenders, investors, potential investors, strategic partners or acquirers, or potential strategic partners or acquirers, or other Persons providing financing to CONDOR or PEDCO, if such Persons have agreed to abide by the public other than as a direct or indirect result terms of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employmentthis Section, (v) any such Unitholder, its Affiliates and its advisors may disclose any such information, and make such filings, as a condition to receipt of the next may be required by this Agreement or final payment of compensationapplicable law, or at any other time the Company may request in writing including, but not limited to, U.S. securities laws, and (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing vi) nothing in this Section 8(a) shall be construed to will prevent Executive any such Unitholder from using his general knowledge such information for its own internal purposes. Notwithstanding anything herein to the contrary, a Unitholder may disclose information to its Affiliates and experience other advisors in future employment so long as Executive complies accordance with this Section 8(a) and Agreement if such Persons have agreed to the other restrictions contained in terms of this AgreementSection.

Obligation to Maintain Confidentiality. Executive The Recipient acknowledges that any Proprietary Information disclosed the confidential or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence proprietary information and data (including trade secrets) of his employment with or performance of services for the Company or any of its Subsidiaries during or Affiliates obtained by the course Recipient while employed by or in the service of his performance of services for, the Company or employment with, any of its Subsidiaries or Affiliates (including, without limitation, prior to the foregoing Persons Grant Date) (whether or not compensated for such services“Confidential Information”) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its or such Subsidiaries or Affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s, or such Subsidiaries’ or Affiliates’ business or industry of which the Recipient becomes aware during the period of the Recipient’s employment or service. Therefore, Executive the Recipient agrees thatthat he or she will not disclose to any unauthorized person, other than in group or entity or use for the course of performance of his duties as an employee of Recipient’s own account any Confidential Information without the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s written consent, unless and to the extent that the Confidential Information, (except as otherwise provided in the definition of Proprietary Informationa) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executivethe Recipient’s acts or omissions to act, (b) was known to the Recipient prior to the Recipient’s employment or service with the Company or any of its Subsidiaries and Affiliates, or (c) is required to be disclosed pursuant to any applicable law or court order. Executive agrees The Recipient shall use reasonable best efforts to deliver to the Company at on the date of his or her termination of his employment, as a condition to receipt of the next or final payment of compensationservice, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)request, all records pertaining memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) relating to the CompanyConfidential Information, Work Product (as defined below) or the business of the Company and its Subsidiaries and their respective business Affiliates (including, without limitation, all acquisition prospects, lists and contact information) which he the Recipient may then possess or have under his or her control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by , but excluding financial information of the Company or its Subsidiariesrelating to the Recipient’s ownership of Shares, including disks and other storage media, filing cabinets or other work areas, is subject which information will nonetheless continue to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreementconstitute Confidential Information.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company Corporation or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company Corporation and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the CompanyCorporation, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the CompanyCorporation, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company Corporation at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company Corporation may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the CompanyCorporation, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s Corporation's or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.'

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during Affiliates from the course time the Executive enters this Agreement through the duration of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time from the time the Executive enters into this Agreement (whether before, during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive Chairman acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence the continued success of his employment with or performance of services for the Company depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or any of its Subsidiaries to be developed in the future will be referred to in this Agreement as "Confidential Information." Confidential Information includes, without specific limitation, the information, observations and data obtained by him during the course of his performance of services for, or employment with, any of under this Agreement concerning the foregoing Persons (whether or not compensated for such services) business and during the period in which Executive is receiving Severance Payments, are the property affairs of the Company and its Subsidiariesaffiliates, information concerning acquisition opportunities in or reasonably related to the Company's or its affiliates' business or industry of which Chairman becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Chairman's course of performance under this Agreement, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive Chairman agrees that, other than in that during the course of performance of his duties as an employee of the Company, Employment Period and at anytime thereafter he will shall not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly unauthorized person or indirectly, utilize use for his own account or permit to be utilized by any Person any Proprietary of such Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s both Board's prior written consent, unless and to the extent that any Confidential Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s Chairman's acts or omissions to actact or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive Chairman agrees to deliver to the Company at the termination of his employment, as a condition to receipt end of the next or final payment of compensationemployment period, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)writing, all records pertaining memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Companybusiness of the Company or its affiliate (including, its Subsidiaries and their respective business which without limitation, all Confidential Information) that he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any the continued success of the Employer and Parent and all of their respective Subsidiaries and Affiliates (collectively, the “Parent Group”) depends upon the use and protection of Proprietary Information. Executive further acknowledges that the Proprietary Information disclosed or made available to Executive or obtained, observed or known obtained by Executive as a direct or indirect consequence during the course of his Executive’s employment (including, for all purposes herein, prior to the Closing) with or performance of services for the Company Employer or any of its Subsidiaries or Affiliates concerning the Business and the business and affairs of the Employer any member of the Parent Group (including, without limitation, Proprietary Information obtained by him while employed by the Employer and/or any of its Subsidiaries prior to the date of this Agreement and the acquisition of the Employer by Parent) is the property of Employer or such member of the Parent Group, including information concerning acquisition opportunities in or reasonably related to the Employer’s business or industry. Executive agrees to hold in strict confidence and in trust for the sole benefit of the Employer all Trade Secrets and Proprietary Information to which he may have or has had access during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) with Employer and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at disclose any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person orProprietary Information, directly or indirectly, utilize for to anyone outside of the Parent Group, nor use, copy, publish, summarize, or remove from the Employer premises such Proprietary Information (or remove from Employer premises any other property of the Employer) except during his own account or permit employment to be utilized by any Person the extent necessary to carry out Executive’s responsibilities under this Agreement. Executive further understands that the publication of any Proprietary Information through literature or records pertaining speeches must be approved in advance in writing by the Board. Executive shall take reasonable and appropriate steps to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless safeguard Proprietary Information and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to protect it against disclosure, misuse, espionage, loss and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to acttheft. Executive agrees to shall deliver to the Company at Employer upon the termination of his employment, as a condition to receipt of the next or final payment of compensationEmployment Period, or at any other time the Company Employer may request in writing (whether during or after Executive’s term of employment)request, all records pertaining memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the CompanyProprietary Information, its Subsidiaries Work Product (as defined below) or the business of the Employer or any member of the Parent Group (including, without limitation, all acquisition prospects, lists and their respective business contact information) which he Executive may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) [and during for the period in which Executive is receiving Severance Paymentstwelve (12) months following the Termination Date][NTD: Consider deleting this and making the confidentiality obligation perpetual], are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during for the period in which Executive is receiving Severance Paymentstwelve (12) months following the Termination Date, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive OfficerBoard’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensationSeverance Payments, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence the continued success of his employment with or performance of services for the Company depends upon the use and protection of a large body of confidential and proprietary information. All of such confidential and proprietary information now existing or any of its Subsidiaries to be developed in the future will be referred to in this Agreement as "Confidential Information." Confidential Information includes, without specific limitation, the information, observations and data obtained by him during the course of his performance of services for, or employment with, any of under this Agreement concerning the foregoing Persons (whether or not compensated for such services) business and during the period in which Executive is receiving Severance Payments, are the property affairs of the Company and its Subsidiariesaffiliates, information concerning acquisition opportunities in or reasonably related to the Company's or its affiliates' business or industry of which Executive becomes aware during the Employment Period, the persons or entities that are current, former or prospective suppliers or customers of any one or more of them during Executive's course of performance under this Agreement, as well as development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, including plans regarding planned and potential sales, financial and business plans, employee lists and telephone numbers, locations of sales representatives, new and existing programs and services, prices and terms, customer service, integration processes, requirements and costs of providing service, support and equipment. Therefore, Executive agrees that, other than in that during the course of performance of his duties as an employee of the Company, Employment Period and at anytime thereafter he will shall not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly unauthorized person or indirectly, utilize use for his own account or permit to be utilized by any Person any Proprietary of such Confidential Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s Board of Directors 's prior written consent, unless and to the extent that any Confidential Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to actact or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt end of the next or final payment of compensationemployment period, or at any other time the Company may request in writing (whether during or after Executive’s term of employment)writing, all records pertaining memoranda, notes, plans, records, reports and other documents (and copies thereof) relating to the Companybusiness of the Company or its affiliate (including, its Subsidiaries and their respective business which without limitation, all Confidential Information) that he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Paymentspayments pursuant to this Agreement, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s consentconsent of the Board, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than as required by law or in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCEO’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Paymentspayments pursuant to this Agreement, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the consent of the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s 's acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s 's or its Subsidiaries’ ' premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any the continued success of the GTCR Entities, the Company, and their respective Affiliates (as defined below) depends upon the use and protection of Proprietary Information disclosed or made available to (as defined below). Executive or obtained, observed or known further acknowledges that the Proprietary Information obtained by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance Executive’s ownership of services forequity of the Company (including, or for all purposes herein, prior to the date hereof) and employment with, with any of the foregoing Persons Company’s past and present Subsidiaries (whether including any of their predecessors prior to being acquired by the Company) concerning the business or not compensated for such services) and during affairs of the period in which Executive GTCR Entities, the Company or their respective Affiliates is receiving Severance Payments, are the property of the GTCR Entities, the Company and its Subsidiariesor their Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or such Affiliate’s business or industry. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he that Executive will not at disclose to any time (whether during unauthorized person or after use for Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information of any of the GTCR Entities, the Company or records pertaining to their Affiliates, whether or not such information is developed by Executive, without GTCR’s, the Company’s or their Affiliates’, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive Officer’s as applicable, written consent, unless and to the extent that the Proprietary Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to actact in breach of this Section 6 or any other confidentiality obligation applicable to Executive or (ii) is required to be disclosed pursuant to any applicable law, court order, administrative order or similar legal obligation. Executive agrees shall take reasonable and appropriate steps to deliver safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the Company at the termination of his employmentbusiness, as a condition to receipt historical or projected financial results, products, services or research or development of the next or final payment of compensationGTCR Entities, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business which he relations. Proprietary Information may then possess or have under his control. Executive further agrees that any property situated on include, but is not limited to, the following (in each case, with respect to the GTCR Entities, the Company and/or their Affiliates): (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about the GTCR Entities, the Company’s or its Subsidiariestheir Affiliates’ premises employees (including personnel files and owned by the Company other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or its Subsidiariesother business relations and their confidential information; (iii) trade secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including disks operating systems, applications and other storage mediaprogram listings; (v) inventions, filing cabinets innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or other work areas, is subject related information (whether or not patentable and whether or not reduced to inspection by Company or its Subsidiaries practice); (vi) copyrightable works; (vii) intellectual property of every kind and their personnel at any time with or without notice. Nothing description; and (viii) all similar and related information in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreementwhatever form.

Obligation to Maintain Confidentiality. The Executive acknowledges that any Proprietary Information disclosed or made available to the Executive or obtained, observed or known by the Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries and LECG during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which the Executive is receiving Severance Payments, are the property of the Company and its Subsidiariesapplicable LECG Entity. Therefore, the Executive agrees that, other than in the course of performance of his duties as an employee of the Company, that he will not at any time (whether during or after the Executive’s 's term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business Records for any reason whatsoever without the Chief Executive Officer’s Board's consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive’s 's acts or omissions failure to act. The Executive agrees to must deliver to the Company or LECG, as applicable, at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company or LECG may request in writing (whether during or after the Executive’s 's term of employment), all records pertaining to the Company, its Subsidiaries and their respective business Records which he may then possess or have under his control. The Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiariesany LECG Entity, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries the applicable LECG Entity and their respective personnel at any time with or without notice. The Executive acknowledges that because of technological advances, the Company's products and services can be developed and marketed anywhere in the world, and that the market in which the Company competes is worldwide, and therefore, the protection afforded the Company must likewise be worldwide. The Executive acknowledges and agrees that all information concerning the work conducted by the Company and any potential products of the Company are and constitute exceptionally valuable trade secrets of Employer. That information includes, among other matters, the facts that any particular work or project is planned, under consideration, or in production, as well as any descriptions of any existing, pending or proposed work. The Executive further agrees to use his best efforts to prevent inadvertent disclosure of any Proprietary Information and/or other confidential or trade secret information of the Company to any third party by using the same care and discretion that he uses with similar data he designates as confidential or trade secret. Nothing in this Section 8(a) shall be construed to prevent 12.1 prevents the Executive from using his general knowledge and experience in future employment so long as the Executive complies with this Section 8(a2(a) and the other restrictions contained in this Agreement. If after the Executive's employment with the Company is terminated, the Board receives a written request from a client that the Company release Proprietary Information related to that client, the Company will release such information in accordance with such request, subject to any applicable nondisclosure obligations to which the Company is subject.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries during the course of his performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerBoard’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries Affiliates during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its SubsidiariesAffiliates. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries Affiliates and their respective business for any reason whatsoever without the Chief Executive Officer’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries Affiliates and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its SubsidiariesAffiliates’ premises and owned by the Company or its SubsidiariesAffiliates, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries Affiliates and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive acknowledges that any Proprietary Information disclosed or made available to Executive or obtained, observed or known by Executive as a direct or indirect consequence of his her employment with or performance of services for the Company or any of its Subsidiaries during the course of his her performance of services for, or employment with, any of the foregoing Persons (whether or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property of the Company and its Subsidiaries. Therefore, Executive agrees that, other than in the course of performance of his her duties as an employee of the Company, he she will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his her own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and their respective business for any reason whatsoever without the Chief Executive OfficerCEO’s consent, unless and to the extent that (except as otherwise provided in the definition of Proprietary Information) the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of Executive’s acts or omissions to act. Executive agrees to deliver to the Company at the termination of his her employment, as a condition to receipt of the next or final payment of compensation, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he she may then possess or have under his her control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its Subsidiaries, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company or its Subsidiaries and their personnel at any time with or without notice. Nothing in this Section 8(a) shall be construed to prevent Executive from using his her general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreement.

Obligation to Maintain Confidentiality. Executive Holder acknowledges that any the continued success of the GTCR Entities, the Company, and their respective Affiliates depends upon the use and protection of Proprietary Information. Holder further acknowledges that the Proprietary Information disclosed or made available to Executive or obtained, observed or known obtained by Executive as a direct or indirect consequence of his employment with or performance of services for the Company or any of its Subsidiaries Holder during the course of his performance Holder’s employment and ownership of services forequity of the Company (including, or employment withfor all purposes herein, prior to the date hereof) with any of the foregoing Persons Company’s past and present Subsidiaries (whether including any of their predecessors prior to being acquired by the Company) concerning the business or not compensated for such services) and during the period in which Executive is receiving Severance Payments, are the property affairs of the Company and its Subsidiaries. ThereforeGTCR Entities, Executive agrees that, other than in the course of performance of his duties as an employee of the Company, he will not at any time (whether during or after Executive’s term of employment) disclose or permit to be disclosed to any Person or, directly or indirectly, utilize for his own account or permit to be utilized by any Person any Proprietary Information or records pertaining to the Company, its Subsidiaries and or their respective Affiliates (including their predecessors prior to being acquired by the Company) is the property of the GTCR Entities, the Company or such Subsidiaries or Affiliates, including information concerning acquisition opportunities in or reasonably related to the GTCR Entities, the Company’s or its Subsidiaries’ business or industry. Therefore, Holder agrees that he will not disclose to any unauthorized person or use for Holder’s own account any reason whatsoever Proprietary Information, whether or not such information is developed by Holder, without GTCR’s, the Chief Executive OfficerCompany’s or such Subsidiary’s, as applicable, written consent, unless and to the extent that the Proprietary Information (except as otherwise provided in the definition of Proprietary Informationi) the aforementioned matters become becomes generally known to and available for use by the public other than as a direct or indirect result of ExecutiveHolder’s acts or omissions to actact or (ii) is required to be disclosed pursuant to any applicable law or court order. Executive agrees Holder shall take reasonable and appropriate steps to deliver safeguard Proprietary Information and to protect it against disclosure, misuse, espionage, loss and theft. “Proprietary Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to or results from the Company at the termination of his employmentbusiness, as a condition to receipt historical or projected financial results, products, services or research or development of the next or final payment of compensationGTCR Entities, or at any other time the Company may request in writing (whether during or after Executive’s term of employment), all records pertaining to the Company, its Subsidiaries and their respective business which he may then possess or have under his control. Executive further agrees that any property situated on the Company’s or its Subsidiaries’ premises and owned by the Company or its past or present Subsidiaries or Affiliates or their respective suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations. Proprietary Information may include, but is not limited to, the following: (i) internal business information (including historical and projected financial information and budgets and information relating to strategic and staffing plans and practices, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, risk management practices, health care programs designed for clients and patients, negotiation strategies and practices and accounting and business methods); (ii) individual requirements of, specific contractual arrangements with, and information about, the GTCR Entities, the Company’s, or its respective Subsidiaries’ or Affiliates’ employees (including personnel files and other information), suppliers, distributors, customers, independent contractors, third-party payers, providers or other business relations and their confidential information, including, without limitation, patient records, medical histories and other information concerning patients (including, without limitation, all “Protected Health Information” within the meaning of the Health Insurance Portability and Accountability Act); (iii) Trade Secrets, technology, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, flow charts, documentation, models, data and data bases relating thereto; (iv) computer software, including disks operating systems, applications and other storage mediaprogram listings; (v) inventions, filing cabinets innovations, ideas, devices, improvements, developments, methods, processes, designs, analyses, drawings, photographs, reports and all similar or other work areas, is subject related information (whether or not patentable and whether or not reduced to inspection by Company or its Subsidiaries practice); (vi) copyrightable works; (vii) intellectual property of every kind and their personnel at any time with or without notice. Nothing description; and (viii) all similar and related information in this Section 8(a) shall be construed to prevent Executive from using his general knowledge and experience in future employment so long as Executive complies with this Section 8(a) and the other restrictions contained in this Agreementwhatever form.