Common use of Protection of Company Information Clause in Contracts

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "Confidential Information" of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company Company, in writing writing, of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, underwriting policies and practices of the Company and of any Affiliate of the Company, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereofhereof and shall be entitled to recover its attorneys’ fees and costs incurred in connection with seeking such relief or otherwise as a result of a breach by the Executive of the terms of this section. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company Company, in writing writing, of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his your employment, or at any later time following the termination of his employment for any reasonyour employment, the Executive you shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive you of his your duties as an executive of the Company, or use for any purpose other than to perform his your duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates affiliates obtained by him you while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate affiliate employees, Company and Affiliate affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliatesaffiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state or country in which the Company or any of its Affiliates affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executiveyou, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees You agree that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates affiliates for which there is no adequate remedy at law and the Company and its Affiliates affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance from an arbitrator in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is you are required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive you shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive You shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive usesyou use, prepares prepare or comes come into contact with during the course of the Executive's your employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During Purchaser acknowledges and agrees --------------------------------- that all Company Confidential Information is confidential and proprietary to the Company. In this regard, (a) Purchaser agrees to use Company Confidential Information solely in the discharging of its responsibilities hereunder; (b) Purchaser may disclose Company Confidential Information to its employees who have the need to know such information; provided, however, that prior to any such disclosure, Purchaser must have an appropriate confidentiality agreement with any such employee, binding such employee on the terms of this Section 8. For a period of his employmentthree (3) years from the date of receipt of Company Confidential Information, or at Purchaser may not disclose such Confidential Information to others (including but not limited to any later time following affiliates of Purchaser) unless, prior to such disclosure, Purchaser has an appropriate agreement with the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of other party and such disclosure is approved by the Company in writing. All such appropriate agreements must enable Purchaser to meet its obligations hereunder and its affiliatesto enforce the terms and conditions of this Section; (c) Purchaser shall not make any additional copies of any writings, documents, programs or other media which contain Company Confidential Information and shall notare marked "do not reproduce" or similar language, without the prior written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive permission of the Company; (d) Purchaser shall keep all writings, documents or use for any purpose other than media containing Company Confidential Information secure in locked files at all times, when not in use, to perform his duties hereunderprevent their loss or unauthorized disclosure, any "Confidential Information" of the Company or take action to prevent unauthorized access to any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include premises and comply with all computer software other reasonable security procedures and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in measures which the Company or any of its Affiliates does business. No information may recommend from time to time; (e) Purchaser shall be treated as segregate Company Confidential Information if it at all times from materials of third parties; (f) Purchaser's obligations with respect to Company Confidential Information will not apply to any information that (i) is generally available public knowledge at the time already in its possession without obligation of disclosure confidence; (ii) is independently developed; (iii) is or use by Executive, provided that information shall not be deemed to be becomes publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any without breach of this Agreement; (iv) Purchaser rightfully receives from a third party without obligation of confidence; or (v) is released for disclosure with the restrictions set forth in Company's written consent; (g) Purchaser shall, upon termination or expiration of this Section will result in irreparable injury Agreement, deliver to the Company and/or its Affiliates for all written or descriptive materials which there is no adequate remedy at law and contain Company Confidential Information; (h) From time to time, the Company and its Affiliates shall, in addition may provide Purchaser with copies of documents labeled "For Internal Use Only". Purchaser agrees to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing limit use of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior these documents to the time the Executive is required performance of its responsibilities hereunder and not to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required documents available to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materialsany third party.

Protection of Company Information. During Folsom acknowledges that she received and was provided valuable non-public information obtained, possessed or developed by the period Company in the ordinary course of his employmentits business and that the protection of such “Confidential Information” is of vital importance to the Company’s business and interests. All such Confidential Information, whether written or not and whether marked as confidential or not, is presumed to be confidential. Examples of confidential information include, but are not limited to, non-public information concerning the Company’s employees, directors, officers, customers, prices, sales techniques, estimating the pricing systems, internal cost controls, production processes and methods, employment practices, product planning and development programs, possible divestitures and acquisitions, marketing plans, product information, inventions, blueprints and sketches, technical and business concepts, training programs, legal, compliance and regulatory matters, regardless of whether devised, developed, produced, worked on, or at any later time following the termination of his employment for any reason, the Executive shall hold invented in a fiduciary capacity for the benefit of the Company and its affiliateswhole or in part by herself or others, and whether or not copyrightable, trademarkable, licensable, or reduced to practice. Notwithstanding the foregoing, Confidential Information shall not, without not include information that (i) is or becomes generally available to the written consent of the Board, knowingly disclose to any person, public other than as a result of any disclosure resulting from an act or omission by Folsom or (ii) is provided to Folsom by a third party that was not known to Folsom, acting in good faith, to be bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information. Folsom acknowledges and agrees that as an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than she has been under a legal obligation to perform his duties hereunder, any "respect and protect such Confidential Information" of the Company . Folsom agrees that she will not, directly or indirectly, at any of its Affiliates obtained by him while time or in the employ of the Company. The any manner whatsoever, use any such Confidential Information protected by this provision shall include all computer software and filesfor her personal use or advantage, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products disclose or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as make such Confidential Information if it is generally available public knowledge at the time to others, regardless of disclosure how or use by Executivewhen she came into possession of such Confidential Information; provided, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures however, nothing herein prevents Folsom from disclosing or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury using such Confidential Information to the Company and/or its Affiliates for which there is no adequate remedy at extent required by law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court or regulatory order. Subject to the provisions of Paragraph 8 (Non-Competition), nothing herein prevents Folsom from using her general knowledge, skill, and experience in gainful employment by a third party after her employment with the Executive shall promptly notify the Company in writing of Company. Folsom represents that she has not, and will not, download, transfer, or take with her any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order Confidential Information or other appropriate remedy Company property, documents, data or waive compliance with information. To the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is extent she has not obtained done so prior to the time the Executive is required Termination Date, Folsom agrees to make the disclosure, or immediately return to the Company waives compliance with all Confidential Information and all Company property, documents, data and other information, including but not limited to computers, electronic equipment, cell phones, badges, and credit cards, which are or have been in her possession or control, whether or not they contain Confidential Information or relate to the provisions hereofCompany’s business. The Company agrees that if any non-Company related U.S. mail addressed to Folsom is delivered to the Company, the Executive Company will promptly forward such mail to Folsom’s home address. Nothing in this Agreement shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All recordspreclude Folsom from retaining, files, memoranda, reports, customer lists, drawings, plansand using appropriately, documents and information relating to her personal entitlements and obligations (including, without limitation, any compensation and benefit plans and related documents) or any documents or information that solely contain personal information, it being understood that Folsom’s obligations as to any Confidential Information contained in such retained documents and information shall persist as to such Confidential Information. Folsom understands that pursuant to 18 U.S.C. §1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney solely for the like purpose of reporting or investigation a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his or her attorney and use the Executive usestrade secret information in the court proceeding, prepares or comes into contact with during provided the course of individual files any document containing the Executive's employment shall remain trade secret under seal and does not disclose the sole property of the Company and/or its affiliatestrade secret, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materialsexcept pursuant to court order.

Protection of Company Information. During Xxxxxxxx acknowledges that he received and was provided valuable non-public information obtained, possessed or developed by the period Company in the ordinary course of his employmentits business and that the protection of such “Confidential Information” is of vital importance to the Company’s business and interests. All such Confidential Information, whether written or not and whether marked as confidential or not, is presumed to be confidential. Examples of Confidential Information include, but are not limited to, non-public information concerning the Company’s employees, directors, officers, customers, suppliers, prices, sales techniques, estimating and pricing systems, international trade strategy and plans, business and operational strategy, internal cost controls, production processes and methods, employment practices, product planning and development programs, possible divestitures and acquisitions, marketing plans, product information, inventions, blueprints and sketches, technical and business concepts, training programs, legal, compliance and regulatory matters, regardless of whether devised, developed, produced, worked on, or at any later time following the termination of his employment for any reason, the Executive shall hold invented in a fiduciary capacity for the benefit of the Company and its affiliateswhole or in part by himself or others, and shall notwhether or not copyrightable, without the written consent of the Boardtrademarkable, knowingly disclose licensable, or reduced to any person, other than practice. Xxxxxxxx acknowledges and agrees that as an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than he has been under a legal obligation to perform his duties hereunder, any "respect and protect such Confidential Information" . Xxxxxxxx agrees that he will not, directly or indirectly, at any time or in any manner whatsoever, use any such Confidential Information for his personal use or advantage, or disclose or make such Confidential Information available to others, regardless of how or when he came into possession of such Confidential Information. Subject to the Company or any Provision of its Affiliates obtained paragraph 7 (Non-Competition and Non-Solicitation), nothing herein prevents Xxxxxxxx from using his general knowledge, skill, and experience in gainful employment by him while in the employ of a third party after his employment with the Company. The Xxxxxxxx represents that he has not, and will not, download, transfer, or take with him any Confidential Information protected by this provision shall include all computer software and filesor other Company property, policy expirationsdocuments, telephone listsdata or information. To the extent he has not done so prior to the Separation Date, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed Xxxxxxxx agrees to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury immediately return to the Company and/or its Affiliates for all Confidential Information and all Company property, documents, data and other information, including but not limited to computers, electronic equipment, cell phones, badges, credit cards, which there is no adequate remedy at law and are or have been in his possession or control, whether or not they contain Confidential Information or relate to the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereofCompany’s business. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information Xxxxxxxx understands that pursuant to applicable 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a subpoena suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During Distributor acknowledges and --------------------------------- agrees that all Company Confidential Information is confidential and proprietary to the Company. In this regard, (a) Distributor agrees to use Company Confidential Information solely in the discharging of its responsibilities hereunder; (b) Distributor may disclose Company Confidential Information to its employees or external consultants (including attorneys and accountants) who have the need to know such information; provided, however, that prior to any such disclosure, Distributor must have an appropriate confidentiality agreement with any such employee or consultant, binding such employee or consultant on the terms of this Section 13. For a period of his employmentthree (3) years from the date of receipt of Company Confidential Information, or at Distributor may not disclose such Confidential Information to others (including but not limited to any later time following affiliates of Distributor) unless, prior to such disclosure, Distributor has an appropriate agreement with the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of other party and such disclosure is approved by the Company in writing. All such appropriate agreements must enable Distributor to meet its obligations hereunder and its affiliatesto enforce the terms and conditions of this Section; (c) Distributor shall not make any additional copies of any writings, documents, programs or other media which contain Company Confidential Information and shall notare marked "do not reproduce" or similar language, without the prior written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive permission of the Company; (d) Distributor shall keep all writings, documents or use for any purpose other than media containing Company Confidential Information secure in locked files at all times, when not in use, to perform his duties hereunderprevent their loss or unauthorized disclosure, any "Confidential Information" of the Company or take action to prevent unauthorized access to any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include premises and comply with all computer software other reasonable security procedures and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in measures which the Company or any of its Affiliates does business. No information may recommend from time to time; (e) Distributor shall be treated as segregate Company Confidential Information if it at all times from materials of third parties; (f) Distributor's obligations with respect to Company Confidential Information will not apply to any information that (i) is generally available public knowledge at the time already in its possession without obligation of disclosure confidence; (ii) is independently developed; (iii) is or use by Executive, provided that information shall not be deemed to be becomes publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any without breach of this Agreement; (iv) Distributor rightfully receives from a third party without obligation of confidence; or (v) is released for disclosure with the restrictions set forth in Company's written consent; (g) Distributor shall, upon termination or expiration of this Section will result in irreparable injury Agreement, deliver to the Company and/or its Affiliates for all written or descriptive materials which there is no adequate remedy at law and contain Company Confidential Information; (h) From time to time, the Company and its Affiliates shall, in addition may provide Distributor with copies of documents labeled "For Internal Use Only". Distributor agrees to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing limit use of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior these documents to the time the Executive is required performance of its responsibilities hereunder and not to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required documents available to so discloseany third party. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materials.INTERNATIONAL DISTRIBUTION AGREEMENT ------------------------------------

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliatesAffiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliatesAffiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliatesAffiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, EXECUTION COPY copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, underwriting policies and practices of the Company and of any Affiliate of the Company, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereofhereof and shall be entitled to recover its attorneys’ fees and costs incurred in connection with seeking such relief or otherwise as a result of a breach by the Executive of the terms of this section. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company Company, in writing writing, of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, underwriting policies and practices of the Company and of any Affiliate of the Company, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereofhereof and shall be entitled to recover its attorneys’ fees and costs incurred in connection with seeking such relief or otherwise as a result of a breach by the Executive of the terms of this section. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company Company, in writing writing, of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer EXECUTION COPY lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliatesAffiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliatesAffiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by the Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliatesAffiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During Distributor acknowledges and --------------------------------- agrees that all Company Confidential Information is confidential and proprietary to the Company. In this regard, (a) Distributor agrees to use Company Confidential Information solely in the discharging of its responsibilities hereunder; MASTER EXCLUSIVE FORM --------------------- REVISED DRAFT - August 30, 2002 Page 15 of 31 (b) Distributor may disclose Company Confidential Information to its employees or external consultants (including attorneys and accountants) who have the need to know such information; provided, however, that prior to any such disclosure, Distributor must have an appropriate confidentiality agreement with any such employee or consultant, binding such employee or consultant on the terms of this Section 13. For a period of his employmentthree (3) years from the date of receipt of Company Confidential Information, or at Distributor may not disclose such Confidential Information to others (including but not limited to any later time following affiliates of Distributor) unless, prior to such disclosure, Distributor has an appropriate agreement with the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of other party and such disclosure is approved by the Company in writing. All such appropriate agreements must enable Distributor to meet its obligations hereunder and its affiliatesto enforce the terms and conditions of this Section; (c) Distributor shall not make any additional copies of any writings, documents, programs or other media which contain Company Confidential Information and shall notare marked "do not reproduce" or similar language, without the prior written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive permission of the Company; (d) Distributor shall keep all writings, documents or use for any purpose other than media containing Company Confidential Information secure in locked files at all times, when not in use, to perform his duties hereunderprevent their loss or unauthorized disclosure, any "Confidential Information" of the Company or take action to prevent unauthorized access to any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include premises and comply with all computer software other reasonable security procedures and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in measures which the Company or any of its Affiliates does business. No information may recommend from time to time; (e) Distributor shall be treated as segregate Company Confidential Information if it at all times from materials of third parties; (f) Distributor's obligations with respect to Company Confidential Information will not apply to any information that (i) is generally available public knowledge at the time already in its possession without obligation of disclosure confidence; (ii) is independently developed; (iii) is or use by Executive, provided that information shall not be deemed to be becomes publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any without breach of this Agreement; (iv) Distributor rightfully receives from a third party without obligation of confidence; or (v) is released for disclosure with the restrictions set forth in Company's written consent; (g) Distributor shall, upon termination or expiration of this Section will result in irreparable injury Agreement, deliver to the Company and/or its Affiliates for all written or descriptive materials which there is no adequate remedy at law and contain Company Confidential Information; (h) From time to time, the Company and its Affiliates shall, in addition may provide Distributor with copies of documents labeled "For Internal Use Only". Distributor agrees to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing limit use of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior these documents to the time the Executive is required performance of its responsibilities hereunder and not to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required documents available to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materialsany third party.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliatesAffiliates, and shall not, without the written consent of the UAI Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliatesAffiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by the Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate its Affiliates may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliatesAffiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials., a copy of which agreement is attached hereto as Exhibit B.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliatesAffiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or one of its Affiliates or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company, UNIC, or any of their Affiliates. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliatesAffiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate Affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliatesAffiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.

Protection of Company Information. During Xxxxxxx acknowledges that he received and was provided valuable non-public information obtained, possessed or developed by the period Company in the ordinary course of his employmentits business and that the protection of such “Confidential Information” is of vital importance to the Company’s business and interests. All such Confidential Information, whether written or not and whether marked as confidential or not, is presumed to be confidential. Examples of Confidential Information include, but are not limited to, non-public information concerning the Company’s employees, directors, officers, customers, prices, sales techniques, estimating and pricing systems, internal cost controls, production processes and methods, employment practices, product planning and development programs, possible divestitures and acquisitions, marketing plans, product information, inventions, blueprints and sketches, technical and business concepts, training programs, legal, compliance and regulatory matters, regardless of whether devised, developed, produced, worked on, or at any later time following the termination of his employment for any reason, the Executive shall hold invented in a fiduciary capacity for the benefit of the Company and its affiliateswhole or in part by himself or others, and whether or not copyrightable, trademarkable, licensable, or reduced to practice. Notwithstanding the foregoing, Confidential Information shall not, without not include information that is or becomes generally available to the written consent of the Board, knowingly disclose to any person, public other than as a result of any disclosure resulting from an act or omission by Xxxxxxx. Xxxxxxx acknowledges and agrees that as an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than he has been under a legal obligation to perform his duties hereunder, any "respect and protect such Confidential Information" . Xxxxxxx agrees that he will not, directly or indirectly, at any time or in any manner whatsoever, use any such Confidential Information for his personal use or advantage, or disclose or make such Confidential Information available to others, regardless of how or when he came into possession of such Confidential Information. Subject to the Company or any provision of its Affiliates obtained Paragraph 8 (Non- Competition), nothing herein prevents Xxxxxxx from using his general knowledge, skill, and experience in gainful employment by him while in the employ of a third party after his employment with the Company. The Xxxxxxx represents that he has not, and will not, download, transfer, or take with him any Confidential Information protected by this provision shall include all computer software and filesor other Company property, policy expirationsdocuments, telephone listsdata or information. To the extent he has not done so prior to the Separation Date, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed Xxxxxxx agrees to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury immediately return to the Company and/or its Affiliates for all Confidential Information and all Company property, documents, data and other information, including but not limited to computers, electronic equipment, cell phones, badges, credit cards, which there is no adequate remedy at law and the Company and its Affiliates shallare or have been in his possession or control, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential whether or proprietary information pursuant to applicable law not they contain Confidential Information or a subpoena or court order, the Executive shall promptly notify the Company in writing of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior relate to the time the Executive is required to make the disclosureCompany’s business. Nothing in this Agreement shall preclude Xxxxxxx from retaining, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plansand using appropriately, documents and information relating to his personal entitlements and obligations (including, without limitation, any compensation and benefit plans and related documents) or any documents or information that solely contain personal information, it being understood that Xxxxxxx’x obligations as to any Confidential Information contained in such retained documents and information shall persist as to such Confidential Information. Xxxxxxx understands that pursuant to 18 U.S.C. § 1833(b), an individual will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the like purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his or her attorney and use the Executive usestrade secret information in the court proceeding, prepares or comes into contact with during provided the course of individual files any document containing the Executive's employment shall remain trade secret under seal and does not disclose the sole property of the Company and/or its affiliatestrade secret, as applicable. The Executive shall execute and deliver the Company's standard "work for hire" agreement regarding ownership by the Company of all rights in its confidential and business materialsexcept pursuant to court order.

Protection of Company Information. During the period of his employment, or at any later time following the termination of his employment for any reason, the Executive shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the written consent of the Board, knowingly disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, or use for any purpose other than to perform his duties hereunder, any "“Confidential Information" ” of the Company or any of its Affiliates obtained by him while in the employ of the Company. The Confidential Information protected by this provision shall include all computer software and files, policy expirations, telephone lists, customer lists, prospect lists, marketing information, information regarding managing general agents, pricing policies, contract forms, customer information, copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate books, records, files, financial information, business practices, policies and procedures, underwriting policies and practices of the Company and of any Affiliate of the Company, information about all services and products of the Company and its Affiliates, names of users or purchasers of the products or services of the Company or its affiliates, methods of promotion and sale and all information which constitutes trade secrets under the law of any state in which the Company or any of its Affiliates does business. No information shall be treated as Confidential Information if it is generally available public knowledge at the time of disclosure or use by Executive, provided that information shall not be deemed to be publicly available merely because it is embraced by general disclosures or because individual features or combinations thereof are publicly available. The Executive agrees that any breach of the restrictions set forth in this Section will result in irreparable injury to the Company and/or its Affiliates for which there is no adequate remedy at law and the Company and its Affiliates shall, in addition to any other remedies available to them, be entitled to injunctive relief and specific performance in order to enforce the provisions hereofhereof and shall be entitled to recover its attorneys’ fees and costs incurred in connection with seeking such relief or otherwise as a result of a breach by the Executive of the terms of this section. Notwithstanding the foregoing provisions, if the Executive is required to disclose any such confidential or proprietary information pursuant to applicable law or a subpoena EXECUTION COPY or court order, the Executive shall promptly notify the Company Company, in writing writing, of any such requirement so that the Company or the appropriate affiliate may seek an appropriate protective order or other appropriate remedy or waive compliance with the provisions hereof. The Executive shall reasonably cooperate with the Company to obtain such a protective order or other remedy. If such order or other remedy is not obtained prior to the time the Executive is required to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive shall disclose only that portion of the confidential or proprietary information which he is advised by counsel that he is legally required to so disclose. All records, files, memoranda, reports, customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes into contact with during the course of the Executive's ’s employment shall remain the sole property of the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the Company's ’s standard "“work for hire" ” agreement regarding ownership by the Company of all rights in its confidential and business materials.