Common use of Confidential Information Clause in Contracts

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee acknowledges The Company agrees that by reason during the course of and in connection with the Executive’s employment he/she may have with the Company, the Company will provide and the Executive agrees to accept access to Convergent's trade secrets and knowledge of Confidential Information (as well as other confidential or proprietary hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its subsidiaries and their respective businesses, personnel, customer records information, including trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to: personnel information, payroll informationkeys, profit and loss statementscomputers, budget statements and projectionscredit cards, balance sheetscompany car, client informationmemoranda, Company and member financial informationnotes, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansrecords, business transactionsreports, pending negotiationscomputer tapes, supplier or vendor relationshipsprintouts and software, contract terms, and pricing and cost informationConfidential Information in any form whatsoever, and other information developed or obtained by documents and data (and copies thereof) and relating to the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer subsidiary which he may then posses or client of Company have under his control or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee acknowledges and agrees that the Company considers to be confidential the information and data obtained by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained him while employed by the Company that is not generally available to concerning the industry in which Company competes actual or anticipated business or affairs of the Company, its subsidiaries or affiliates (hereinafter "collectively, “Confidential Information")”) and that such Confidential Information is the property of the Company and/or the respective subsidiary or affiliate. Therefore, Employee agrees that during Employee shall not disclose to any unauthorized person or use for Employee’s own purposes any Confidential Information without the prior written consent of the Board, unless and after to the extent that the aforementioned matters become generally known to and available for use by the public or persons knowledgeable in the Company’s industry other than as a result of Employee’s acts or omissions which constitute a breach hereof. Employee shall deliver to the Company at the termination (whether voluntary or otherwise) of Employee’s employment, he/she will not directly or indirectly use or divulge such Confidential Information for at any reason. Employee will also, upon other time the Company's Company may request, return all writings memoranda, notes, plans, records, reports, computer tapes, printouts and software and other media containing Confidential Information in Employee's possession or under Employee's control documents and data (and copies thereof) relating to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, Work Product (bas defined below) not copy, publish, disclose or the business or business anticipated to others or use the Confidential Information except as expressly permitted be conducted by the ownerCompany within one year of termination, its subsidiaries or affiliates (c) return including, without limitation, trade secrets, business or destroy all marketing plans, reports, projections, diskettes, intangible information stored on diskettes, software programs and data compiled with the use of those programs, tangible copies of Confidential Information upon request trade secrets and confidential information, memoranda, credit cards, telephone charge cards, manuals, building keys and passes, cell phones, computers, names and addresses of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company Company’s or its affiliates subsidiaries’ or affiliates’ customers and potential customers, customer lists, customer contracts, sales information and any customer and all other similar information or client of Company property) which Employee may then possess or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companyhave under Employee’s control. Employee further agrees that in the event Employee discovers any writingother materials of the Company, discoveryits subsidiaries or affiliates in Employee’s possession or control after the Termination Date, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the Employee will immediately return such property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that by reason In order to assist Independent Contractor in the performance of employment he/she the Services, VelaTel may have access supply Independent Contractor, from time to Convergent's time, with information concerning VelaTel and the VelaTel Group, and their respective customers and suppliers, hereinafter referred to as "Confidential Information." Independent Contractor shall hold confidential and not disclose to others, either directly or indirectly, any and all Confidential Information, propriety information, technical data, trade secrets as well as other confidential or proprietary informationknow-how, including including, but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, information which may be learned from VelaTel and/or the VelaTel Group before and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, unless the same have been furnished directly to Independent Contractor by VelaTel and Independent Contractor is advised in writing by VelaTel that such information is not Confidential Information. Independent Contractor acknowledges that the terms and conditions of this Agreement are deemed confidential by VelaTel and agrees not to disclose any information regarding it to any third party, without VelaTel's prior written consent. All documents containing Confidential Information shall be exposed returned to certain VelaTel, and no copies shall be retained by Independent Contractor on the termination or expiration of this Agreement. Notwithstanding the foregoing, such duty of confidentiality shall not extend to information pertaining which is or comes into the public domain, is rightfully obtained for third parties under a duty of confidentiality, or which is independently developed without reference to VelaTel's Confidential Information. The duties of confidentiality imposed by this Agreement shall survive any termination or provided expiration of this Agreement for a period of three (3) years. All data and information developed by Independent Contractor (including notes, summaries, and reports), while performing the Services, shall be kept strictly confidential and shall not be revealed to third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which without VelaTel's prior written consent thereto. All such data and information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose delivered to others or use the Confidential Information except as expressly permitted VelaTel by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightIndependent Contractor at VelaTel's request.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergentbecome, and will continue to be allowed to become, acquainted with the Company's business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company's and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansits predecessors' operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the "Confidential Information") concerning the Company's and its predecessors' business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the "Hotel Industry"), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that the confidential information and data obtained by reason him during the course of employment he/she his performance under this Agreement concerning the business or affairs of Employer, or any entity related thereto, are the property of Employer and will be confidential to Employer. Such confidential information may have access to Convergent's trade secrets as well as other confidential or proprietary informationinclude, including but is not limited to: personnel information, payroll informationspecifications, profit designs, and loss statementsprocesses, budget statements and projectionsproduct formulae, balance sheetsmanufacturing, client information, Company and member financial informationdistributing, marketing plans and strategiesor selling processes, market researchsystems, client and other mailing procedures, plans, know-how, services or material, trade secrets, devices (whether or not patented or patentable), customer or supplier lists, annual operating price lists, financial information including, without limitation, costs of materials, manufacturing processes and distribution costs, business plans, Company strategic plans, business transactions, pending negotiations, supplier prospects or vendor relationships, contract termsopportunities, and pricing software and cost informationdevelopment or research work, and other information developed but does not include Employee's general business or obtained by direct marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Employer and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) he will not copy, publish, disclose to others any unauthorized persons or use for his own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without Employer's written consent. Employee agrees to deliver to Employer at the ownertermination of this employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (cand copies thereof) return relating to the business of Employer, or destroy all copies of any entity related thereto, which he may then possess or have under his direct or indirect control. Notwithstanding any provision herein to the contrary, the Confidential Information upon request of shall specifically exclude information which is publicly available to Employee and others by proper means, readily ascertainable from public sources known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party, and (d) execute any further nondisclosure agreements as may information required to be reasonably required disclosed by Company or its affiliates or any customer or client of Company or its affiliates law provided Employee provides notice to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationEmployer to seek a protective order, or other product developed as part of or in connection information disclosed by Employee to his attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. The Employee recognizes and acknowledges that by reason certain assets of, and information relating to, the Companies, including, without limitation, information regarding the Companies’ methods of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary operation, financial information, including but not limited to: personnel informationstrategic planning, operational budgets and strategies, payroll informationdata, profit and loss statementsmanagement systems programs, budget statements and projections, balance sheets, client information, Company and member financial informationcomputer systems, marketing plans and strategies, market researchmerger and acquisition strategies and customer lists (hereinafter called “Confidential Information”) are valuable, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsspecial, and pricing unique assets or information of the Companies and cost informationtheir affiliates. The Employee shall not, and during or after his term of employment, disclose any or any part of the Confidential Information to any person, firm, corporation, association, or any other information developed entity for any reason or obtained by the Company purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder; provided, that is not Confidential Information shall in no event include (a) Confidential Information which was generally available to the industry public at the time of disclosure by the Employee or (b) Confidential Information which becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in which Company competes (hereinafter "whole or in part) or extracts of any items relating to the Confidential Information"). Nothing contained within this §8 shall prohibit the Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such from disclosing Confidential Information for if such disclosure is required by law, governmental process or valid legal process. In the event that the Employee is legally compelled to disclose any reasonof the Confidential Information, he shall provide the Employer with prompt written notice so that the Employer, at its sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Employee will alsoIn the event that such protective order or other remedy is not obtained, upon or that Employer waives compliance with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term provisions of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients Employee shall furnish only that portion of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted that he is advised by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may counsel is legally required to be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosed.

Confidential Information. Employee Executive recognizes and acknowledges that by reason of Executive’s employment he/she may by and service to the Company before, during and, if applicable, after the Employment Term, Executive will have access to Convergent's trade secrets as well as other certain confidential or and proprietary informationinformation relating to the Company’s business, including which may include, but is not limited to: personnel information, payroll informationtrade secrets, profit trade “know-how,” product development techniques and loss statementsplans, budget statements formulas, customer lists and projectionsaddresses, balance sheetsfinancing services, client informationfunding programs, Company cost and member financial pricing information, marketing plans and strategiessales techniques, market researchstrategy and programs, client computer programs and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, software and pricing and cost information, and other financial information developed or obtained by the Company that is not generally available (collectively referred to the industry in which Company competes (hereinafter "as “Confidential Information"”). Employee agrees Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee is a valuable and unique asset of the Company and Executive covenants that he will alsonot, upon unless expressly authorized in writing by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to at any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, time during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the ServicesExecutive’s employment use any Confidential Information or divulge or disclose any Confidential Information to any person, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, firm or other product developed as part of or corporation except in connection with the Servicesperformance of Executive’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Executive also covenants that at any time after the termination of such employment, and any work materials relating to themdirectly or indirectly, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to he will not use any Confidential Information or divulge or disclose any trademarkConfidential Information to any person, copyrightfirm or corporation, patent unless such information is in the public domain through no fault of Executive or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Executive to divulge, disclose or make accessible such information. All written Confidential Information (including, without limitation, in any computer or other intellectual electronic format) which comes into Executive’s possession during the course of Executive’s employment shall remain the property rightof the Company. Except as required in the performance of Executive’s duties for the Company, or unless expressly authorized in writing by the Company, Executive shall not remove any written Confidential Information from the Company’s premises, except in connection with the performance of Executive’s duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of Executive’s employment, the Executive agrees to return immediately to the Company all written Confidential Information (including, without limitation, in any computer or other electronic format) in Executive’s possession.

Confidential Information. The Employee recognizes and acknowledges that by reason certain assets of employment he/she may have access to Convergent's the Employer and the other Interface Companies, including, without limitation, information regarding customers, pricing policies, methods of operation, proprietary production processes, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets as well as other confidential or proprietary information(hereinafter called “Confidential Information”) are valuable, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsspecial, and pricing unique assets of the Interface Companies and cost informationtheir affiliates. The Employee shall not, and during or after his term of employment, disclose any or any part of the Confidential Information to any person, firm, corporation, association, or any other entity for any reason or purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder; provided, that Confidential Information shall in no event include (a) information developed or obtained by the Company that is not which was generally available to the industry public at the time of disclosure by the Employee or (b) information which becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in which Company competes (hereinafter "whole or in part) or extracts of any items relating to the Confidential Information"). Nothing contained within this Section 8 shall prohibit Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such from disclosing Confidential Information for if such disclosure is required pursuant to any reasonfinal and non appealable order, judgment or decree of any governmental authority. Nothing contained within this Section 8 shall prohibit Employee will also, upon the Company's request, return all writings and other media containing from disclosing Confidential Information in Employee's possession if such disclosure is required by law, governmental process or under Employee's control valid legal process. In the event that the Employee is legally compelled to Convergentdisclose any of the Confidential Information, he shall provide the Employer with prompt written notice so that the Employer, at its sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. These obligations are in addition to any obligations Employee has under state In the event that such protective order or federal law. Employee further acknowledges other remedy is not obtained, or that Employee may, during the term Employer waives compliance with the provisions of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients the Employee shall furnish only that portion of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted that he is advised by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcounsel is legally required.

Confidential Information. Employee (i) The Executive acknowledges that all customer lists and information, vendor or supplier lists and information, inventions, trade secrets, software and computer code (whether in object code or source code format), databases, know-how or other non-public, confidential or proprietary knowledge, information or data with respect to the products, prices, marketing, services, operations, finances, business or affairs of the Company or its subsidiaries and affiliates or with respect to confidential, proprietary or secret processes, methods, inventions, services, research, techniques, customers (including, without limitation, the identity of the customers of the Company or its subsidiaries and affiliates and the specific nature of the services provided by reason the Company or its subsidiaries and affiliates), employees (including, without limitation, the matters subject to this Agreement) or plans of employment he/or with respect to the Company or its subsidiaries and affiliates or the terms of this Agreement (all of the foregoing collectively hereinafter referred to as, “ Confidential Information ”) are property of the Company or its applicable subsidiaries or affiliates. The Executive further acknowledges that the Company and its subsidiaries and affiliates intend, and make reasonable good faith efforts, to protect the Confidential Information from public disclosure. Therefore, the Executive agrees that, except as required by law or regulation or as legally compelled by court order (provided that in such case, the Executive shall promptly notify the Company of such order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such law, regulation or order), during the Employment Term and at all times thereafter, the Executive shall not, directly or indirectly, divulge, transmit, publish, copy, distribute, furnish or otherwise disclose or make accessible any Confidential Information, or use any Confidential Information for the benefit of anyone other than the Company and its subsidiaries and affiliates, unless and to the extent that the Confidential Information becomes generally known to and available for use by the general public by lawful means and other than as a result of the Executive’s acts or omissions or such disclosure is necessary in the course of the Executive’s proper performance of his duties under this Agreement. The Company does not wish to incorporate any unlicensed or unauthorized material into their products or services. Therefore, the Executive agrees that she may have access will not disclose to Convergent's the Company, use in the Company’s business, or cause the Company to use, any information or material which is a trade secrets as well as other secret, or confidential or proprietary information, including of any third party, including, but not limited to: personnel information, payroll informationany former employer, profit and loss statementscompetitor or client, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by unless the Company that has a right to receive and use such information or material. The Executive will not incorporate into her work any material or information which is not generally available subject to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms copyrights of any third party unless the Company has a written agreement with such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, third party or other product developed as part of otherwise has the right to receive and use such material or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightinformation.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company ("Company Inventions"). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Confidential Information and Company Inventions developed on behalf of Company are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) competitors who do not copy, publish, disclose to others know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kind, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company's business including any that contain any Confidential Information or Company Inventions.

Confidential Information. Employee acknowledges that The FRANCHISEE shall keep secret and confidential and shall not disclose, without the prior written approval of the FRANCHISER, which approval may be granted or withheld conditionally or unconditionally at the absolute discretion of the FRANCHISER, to any, third party nor use nor permit or suffer any third party to use for any purpose the knowhow, contents, designs etc entrusted to the FRANCHISEE by reason the FRANCHISER. The FRANCHISEE shall not be a party to the doing or neglecting to do of employment he/she may have access to Convergent's any act whereby any industrial or intellectual property including trade secrets as well as and business reputation owned by the FRANCHISER and any company related to it and which the FRANCHISEE is authorized to use (including the goodwill of the business in respect of which this franchise is granted and used in connection with this franchise) may be prejudicially affected either during the term or afterwards. The FRANCHISEE shall maintain secrecy about the methods of the FRANCHISER including any manuals issued by the FRANCHISER, any technical know-how, trade secrets, market opportunities, advertising and publicity materials belonging to the FRANCHISER, both during the currency of this agreement and after it is terminated. In order to protect the trade secrets and other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained as also in lieu of the know-how received by the Company that is not generally available FRANCHISEE from the FRANCHISER so as to be able to fulfil its obligations as part of the industry in which Company competes (hereinafter "Confidential Information"). Employee franchise, the FRANCHISEE agrees that during the term and even after employmenttermination for a period of three years thereof, he/she the FRANCHISEE shall not be concerned or interested either directly or indirectly in any similar business or in providing services similar to the services provided as part of the franchise. As part of its obligations to maintain secrecy, the FRANCHISEE will not at any time within three years after the termination of this Agreement; Solicit the customers involved with this franchise with the intent of taking them as customers of his new business. Employ or offer to employ any person who immediately before such employment or offer of employment was employed by FRANCHISER and not directly or indirectly use to induce such person to leave his or divulge her employment. The FRANCHISEE shall ensure that all its staff, employees, agents etc. engaged in the franchise also fulfill the confidentiality obligations set out hereinabove. In the event of any breach of confidentiality coming to the attention of the FRANCHISEE, the FRANCHISEE must immediately bring such Confidential Information for breach to the attention of the FRANCHISER, and detail in writing the circumstances, substance and nature of the breach as well as the names and addresses of any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession persons known or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential suspected by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose FRANCHISEE to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, have been involved in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightbreach.

Confidential Information. The Employee hereby acknowledges that by reason of in connection with the Employee’s employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that the Employee will be exposed to and may obtain certain Confidential Information (as defined below) (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is not generally made, developed or compiled by the Employee or otherwise has been or is made available to the industry in which Employee) regarding the business and operations of the Company competes (hereinafter "Confidential Information")and its subsidiaries or affiliates. Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. The Employee further acknowledges that Employee maysuch Confidential Information is unique, during valuable, considered trade secrets and deemed proprietary by the term Company. For purposes of this Agreement, be exposed “Confidential Information” includes, without limitation, any information heretofore or hereafter acquired, developed or used by any of the Company, Linn Energy or their direct or indirect subsidiaries relating to certain information pertaining to Business Opportunities or provided by third partiesIntellectual Property or other geological, geophysical, economic, financial or management aspects of the business, operations, properties or prospects of the Company, Linn Energy or their direct or indirect subsidiaries, whether clients of Company oral or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8written form. The Employee agrees that all Confidential Information shall is and will remain the exclusive property of the owner and that Company, Linn Energy or their direct or indirect subsidiaries, as the case may be. The Employee shall: (a) maintain further agrees, except for disclosures occurring in the confidentiality and secrecy good faith performance of the Employee’s duties for the Company, Linn Energy or their direct or indirect subsidiaries, during the Employment Term, the Employee will hold in the strictest confidence all Confidential Information, (b) not copyand will not, publishboth during the Employment Term and for a period of five years after the Termination Date, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to others any person or use entity any portion of the Confidential Information except as expressly permitted by or use any Confidential Information, directly or indirectly, for the ownerEmployee’s own benefit or profit or allow any person, (c) return entity or destroy all copies of Confidential Information upon request third party, other than the Company, Linn Energy or their direct or indirect subsidiaries and authorized executives of the other partysame, and (d) execute to use or otherwise gain access to any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind CompanyConfidential Information. The Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in will have no obligation under this Agreement constitutes any grant of license or assignment with respect to any information that becomes generally available to the public other than as a result of a disclosure by the Employee or the Employee’s agent or other representative or becomes available to the Employee on a non-confidential basis from a source other than the Company, Linn Energy or their direct or indirect subsidiaries. Further, the Employee will have no obligation under this Agreement to keep confidential any of the Confidential Information to the extent that a disclosure of it is required by law or any trademarkis consented to by the Company or Linn Energy; provided, copyrighthowever, patent or other intellectual property rightthat if and when such a disclosure is required by law, the Employee promptly will provide the Company with notice of such requirement, so that the Company may seek an appropriate protective order.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "“Confidential Information"”). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company (“Company Inventions”). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients and Company Inventions developed on behalf of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company’s competitors who do not know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kinds, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company’s business including any that contain any Confidential Information or Company Invention.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other During the Term and continuing thereafter, each party will keep confidential or proprietary information, including but and not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use for any purpose other than as necessary to fulfill its obligations or in the reasonable exercise of rights granted to it under this Agreement, all “Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request Information” of the other party. As used in this Agreement, “Confidential Information” of either party means any scientific, technical, trade or business information which (x) is given by such party or its Affiliates or their respective employees or representatives to the other and which is treated by the disclosing party as confidential or proprietary or a trade secret and is not within the scope of clause (y) or clause (z) below, (y) is developed by the other party for such party under the terms of this Agreement or (z) is owned by such party by virtue of any provision of this Agreement that assigns or transfers ownership thereof to such party from the other party. Confidential Information of Manufacturer includes, but is not limited to, Manufacturer Technology, including any Manufacturer Technology embodied in any Batch Record or Batch Documentation. Confidential Information of Rhythm includes, but is not limited to, Rhythm Technology and Improvements. The restrictions of this Section will not apply to any portion of the Confidential Information which (a) is known to the recipient at the time of disclosure and is not subject to another confidentiality obligation to the discloser or its Affiliates, as reasonably documented by recipient’s written records; (b) later becomes available to the public through no fault of the recipient; (c) is received from a third party having the lawful right to disclose the information; or (d) execute is independently developed by or on behalf of recipient without * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. use of or reliance upon discloser’s Confidential Information. Any information which is specific, shall not be deemed to be within any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Servicesforegoing exceptions, and abide in all respects merely because it is embraced by more general information which falls within any one or more of the terms foregoing exceptions. In addition, information will not be deemed to be available to the public by reason solely that it is accessible to only a few of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part those people to whom it might be of or in connection with the Servicescommercial interest, and any work materials relating combination of two (2) or more portions of the Confidential Information shall not be deemed to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining generally available to the protection public by reason solely of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righteach separate portion being so available.

Confidential Information. Employee acknowledges The Company agrees that by reason during the course of and in connection with the Executive’s employment he/she may have with the Company, the Company will provide and the Executive agrees to accept access to Convergent's trade secrets and knowledge of Confidential Information (as well as other confidential or proprietary hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its Subsidiaries and their respective businesses, personnel, customer records information, including trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its Subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to: personnel information, payroll informationkeys, profit and loss statementscomputers, budget statements and projectionscredit cards, balance sheetscompany car, client informationmemoranda, Company and member financial informationnotes, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansrecords, business transactionsreports, pending negotiationscomputer tapes, supplier or vendor relationshipsprintouts and software, contract terms, and pricing and cost informationConfidential Information in any form whatsoever, and other information developed or obtained by documents and data (and copies thereof) and relating to the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer subsidiary which he may then possess or client of Company have under his control or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she the Company and its Company Affiliates continually develop trade secrets and Confidential Information (as defined in Section 12 below), that the Executive may have access to Convergent's in the past and may in the future develop trade secrets as well as other confidential and/or Confidential Information for the Company or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, its Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsAffiliates, and pricing that the Executive may learn of trade secrets and cost information, and other Confidential Information during the course of employment. Executive acknowledges that the information developed obtained or obtained created by him while employed by the Company that is not generally available to or any Company Affiliate concerning the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly business or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon affairs of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that any Company Affiliate of the Company is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company or such Company Affiliate. The Executive shall comply with the policies and procedures of the Company and its Company Affiliates for protecting trade secrets and Confidential Information. For purposes of this Agreement, the term "Confidential Information" does not include information that Employee shall: Executive can demonstrate (a) maintain was in Executive's possession prior to Executive’s initial employment with the Company or any Company Affiliate, provided that such information is not subject to another confidentiality and secrecy agreement with, or other obligation of all Confidential Informationconfidentiality to, the Company or any other party, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted is generally known by the ownerpublic and became generally known by the public other than as a result of any act by the Executive, or (c) return became available to Executive on a non-confidential basis from a third party, provided that such third party is not known by Executive to be bound by a confidentiality agreement with, or destroy all copies other obligation of secrecy to, the Company or another party or is not otherwise prohibited from providing such information to Executive by a contractual, legal or fiduciary obligation. Executive agrees that Executive will not disclose trade secrets or Confidential Information upon request to any person (other than employees of the Company or any of its Company Affiliates or any other partyperson expressly authorized by an appropriate officer of the Company to receive trade secrets or Confidential Information). Executive shall not use for Executive’s own account trade secrets or any Confidential Information, and (d) execute any further nondisclosure agreements as may be reasonably required by other than for a legitimate business purpose for the Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, Affiliates. The Executive acknowledges and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in Executive’s obligations under this Agreement constitutes any grant of license or assignment with respect to any trade secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law, and that the Executive’s obligations with regard to Confidential Information or any trademarkshall remain in effect while employed by the Company and for three years after the Separation Date, copyright, patent or other intellectual property rightregardless of the reason for termination of employment.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary “Confidential Information” means all Buyer know-how, technical information, including but not limited to: personnel business information, payroll informationdata, profit and loss statementsdesigns, budget statements and projectionsspecifications, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansdrawings, business transactions, pending negotiations, supplier experience or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by knowledge reasonably related to the Company transaction that is not generally available the subject of this Purchase Order, whether transmitted in writing, orally or electronically, including initial or preliminary discussions, to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly extent the same is or indirectly use are secret or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shallincluding without limitation: (a) maintain the confidentiality confidential manufacturing plans, processes, procedures, operations, reports, drawings, manuals, equipment, engineering information, technical information, and secrecy of all Confidential Information, plant and equipment layouts and configuration; (b) not copyconfidential product plans, publishprototypes, disclose samples, formulae, and specifications, and information related to others or use the Confidential Information except as expressly permitted by the ownerconfidential project designs, marketing, advertising, quality, costs, configurations and uses; (c) return confidential customer and vendor lists and information, business plans, sales volumes, profitability figures, financial information or destroy all copies of Confidential Information upon request of the other party, economic or business information; and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyconfidential computer software, in the course of the Servicesfirmware, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writingdata, discoverydatabases, inventionnetworks, innovationsecurity procedures, or other product developed as part confidential information related directly or indirectly to computer systems or networks. Seller shall not, without express written consent of Buyer, use or in connection disclose to any person, company or governmental agency any Confidential Information, except that Seller may disclose Confidential Information to those if its employees or professional advisors who need to know such information and who are bound to Seller not to disclose the Confidential Information to any other person, company or governmental agency. If Seller becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will provide Buyer with the Servicesprompt prior written notice of such requirements so that Buyer may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, Seller agrees to furnish only that portion of Confidential Information that Seller, upon written opinion of counsel, is legally required to disclose, and any work materials relating it agrees to them, shall exercise reasonable commercial efforts to obtain assurances that confidential treatment will be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining accorded such Confidential Information. Buyer agrees that this section will not apply to the protection extent that Seller can demonstrate the Confidential Information: (i) was known by the public prior to initial disclosure by Buyer or subsequently becomes known to the public after initial disclosure through no act or omission of copyrights Seller in violation of this Purchase Order; (ii) was known by Seller prior to initial disclosure; (iii) is disclosed to Seller by another person or other intellectual property rights. Nothing in this Agreement constitutes any grant entity who was under no obligation of license or assignment confidentiality to Buyer with respect to any the information; or (iv) is independently developed by Seller without access to or use of Confidential Information Information, or any trademark, copyright, patent or other intellectual property rightviolation of this Purchase Order.

Confidential Information. Employee The Executive acknowledges that by reason in his employment hereunder, and during prior periods of employment he/she with the Company and/or its subsidiaries, he has occupied and will continue to occupy a position of trust and confidence. The Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, until the expiration of the applicable periods described in Section 10(b) or until such information shall have access to Convergent's trade secrets as well as become public other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained than by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the CompanyExecutive's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publishunauthorized disclosure, disclose to others or use the use, whether directly or indirectly, any Confidential Information except as expressly permitted regarding the Company, its subsidiaries and affiliates. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not publicly disclosed by the owner, (c) return Company or destroy all copies of Confidential Information upon request otherwise generally available to members of the other party, public seeking such information and (d) execute any further nondisclosure agreements as may be reasonably required that was learned by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, Executive in the course of his employment by the ServicesCompany, its subsidiaries and affiliates, including, (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and abide records, (including computer records) of the documents containing such Confidential Information. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, its subsidiaries and affiliates, and that such information gives the Company, its subsidiaries and affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all respects documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information, (and all copies thereof) furnished by the terms Company, its subsidiaries or affiliates or prepared by the Executive during the term of his employment by the Company, its subsidiaries and affiliates. In the event that the Executive engages in any conduct proscribed by this Section 11, the Executive agrees to repay any lump-sum severance amount received pursuant to Section 5 of this Agreement, and all outstanding stock options held by the Executive shall expire as of the date of the Executive's commencement of such nondisclosure agreements which bind Companyproscribed conduct. Employee It is further agrees expressly agreed that the Company will or would suffer irreparable injury if Executive were to disclose or threaten to disclose Confidential Information regarding the Company or any writingsubsidiary or affiliate in violation of this Agreement or otherwise fail to comply with the provisions of this Section 11, discoveryand that the Company would, invention, innovation, by reason of such disclosure or threatened disclosure or other product developed as part failure to comply, be entitled to preliminary or permanent injunctive relief in a court of appropriate jurisdiction, and Executive further consents and stipulates to the entry of such preliminary or permanent injunctive relief in connection such a court prohibiting Executive from disclosing Confidential Information in violation of this Agreement or otherwise requiring Executive to comply with the Services, and any work materials relating to them, shall be the property provisions of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 11 upon an appropriate finding by such court that Executive has violated this Section 11.

Confidential Information. Employee acknowledges and recognizes that Employee is, or will be, employed by reason of employment he/she Company in a confidential relationship and may receive and have access to Convergent's the confidential business information, customer names, contracts and other customer data, business methods, techniques and trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, of Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during may develop ideas, conceptions, inventions, processes, methods, products and after employmentimprovements; and Employee may receive disclosures of ideas, he/she will not directly or indirectly use or divulge such conceptions, inventions, processes, methods, products and improvements made by other employees of Company ("Company Inventions"). Employee may participate with Company in improving and developing Confidential Information for any reasonand Company Inventions. Employee will also, upon the Confidential Information and Company Inventions developed on behalf of Company are neither commonly known nor readily accessible to others and are used by Company in its business to obtain a competitive advantage over Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) competitors who do not copy, publish, disclose to others know or use the Confidential Information or Company Inventions. Protection of the Confidential Information and Company Inventions against unauthorized disclosure and use is of critical importance to Company in maintaining its competitive position. Employee agrees that Employee will not, at any time, during or after the Employment Period, make any independent use of, or disclose to any other person or organization, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required authorized by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or Company Inventions. Upon termination of the Employment Period for any trademarkreason, copyrightEmployee shall promptly deliver to Company all drawings, patent manuals, letters, notes, notebooks, reports, customer lists, customer data, mailing lists, and all other materials and records of any kinds, and all copies thereof, that may be in the possession of, or other intellectual property rightunder the control of, Employee pertaining to Company's business including any that contain any Confidential Information or Company Invention.

Confidential Information. In the course of Employee's employment, Employer will disclose to Employee acknowledges that by reason information, technical data and know-how regarding the business affairs, services and products of employment he/she may have access to Convergent's trade secrets Employer as well as other confidential or Employer's customers, which constitute Confidential Information. "Confidential Information," under this Agreement, shall consist of any and all proprietary informationinformation and proprietary data related thereto, and any derivative works thereof including but not limited to: personnel to research, development, customer information, payroll pricing information, profit knowledge of Employer's financial condition, information and loss statementsrelationships with resources, budget statements suppliers and projectionscustomers of Employer, balance sheetsmanufacturing processes, client informationtechniques, Company methods, systems and member financial informationtrade secrets of the Employer, marketing plans and strategiesits employees, market researchor other subsidiaries, client and other mailing listsaffiliates, annual operating plansagents, Company strategic plansor customers, business transactions, pending negotiations, supplier whether or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information")specifically identified as confidential. Employee agrees to receive, hold and treat all Confidential Information received from Employer as confidential and secret and agrees to protect the secrecy of said Confidential Information, whether or not specifically identified as confidential. Such Confidential Information constitutes valuable, special and unique assets of Employer, and Employee agrees that during the Confidential Information will be disclosed by Employee only to those persons who are required to have such knowledge in connection with their work for Employer and after employment, he/she will not directly or indirectly use or divulge that such Confidential Information for any reason. will not be disclosed by Employee will also, upon to others without the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property prior written consent of the owner Employer. As used herein, "persons required to have such knowledge" shall include, but not be limited to, the Board of Directors and that Employee shall: (a) maintain the confidentiality such officers, employees and secrecy agents of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company Employer or its affiliates to which such information is furnished in the Services applynormal course of business under established policies approved by Employer or its affiliates and such outside parties as are legally entitled to such information (other than as a result of action by Employee not previously approved or authorized by the Board of Directors of Employer) and customers and banking, lending, collection and data processing institutions or agencies in the course of maintaining ordinary business procedures of Employer. The provisions hereof shall not be applicable to: (a) information which at the Services, and abide in all respects by the terms time of any such nondisclosure agreements which bind Company. disclosure to Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part is a matter of public knowledge or in connection with the Servicespublic domain; or (b) information which, and any work materials relating after disclosure to themEmployee, becomes public knowledge or in the public domain other than through a breach of this Agreement. Unless the Confidential Information shall be of the property of Company or its affiliates and type hereinbefore set forth in the two immediately preceding sentences, Employee shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any not use such Confidential Information for his own benefit or for a third party's or parties' benefit at any trademark, copyright, patent time. The obligations imposed upon Employee by this Section shall survive the expiration or other intellectual property righttermination of this Agreement.

Confidential Information. At all times during and after the Term of this Agreement, Employee acknowledges that by reason will hold in strict confidence and, without the express prior written authorization of employment he/she may have access the Employer's Board of Directors, Employee shall not disclose to Convergent's any person or entity, any financial or marketing data of the Employer (including, without limitation, financial statements of the Employer), or any technique, process, formula, developmental or experimental work, work in progress, business methods, business or marketing plans or trade secrets as well as of or used in the business of the Employer, or any other proprietary or confidential information relating to the Employer or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansthe services, business transactionsaffairs of the Employer, pending negotiationsincluding, supplier or vendor relationshipswithout limitation, contract terms, and pricing and cost information, and other any information developed or obtained relating to inquiries made by the Company that is not generally available Employer or negotiations with respect to any Venture or Acquisition, as such terms are defined in Section 5 above (collectively, the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she Employee will not directly or indirectly make use or divulge such of any of the Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term Term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" Agreement other than for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property benefit of the owner Employer and that Employee shall: (a) maintain the confidentiality and secrecy shall not make any use whatsoever of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies at any time after termination of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Employee's employment with the ServicesEmployer. Upon termination of such employment, and any work materials relating to them, Employee shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining deliver to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to Employer (i) all documents, records, notebooks, work papers and all similar repositories containing any Confidential Information or any trademarkother information concerning the Employer, copyrightwhether prepared by Employee, patent the Employer or anyone else and (ii) all tangible personal property belonging to the Employer that is in Employee's possession. The foregoing restrictions shall not apply to (a) information which is or becomes, other than as a result of a breach of this Agreement, generally available to the public, (b) information related to the terms of Employee's compensation or benefits as an employee of the Employer, or (c) the disclosure of information required pursuant to a subpoena or other intellectual property rightlegal process; provided that the Employee shall notify the Employer, in writing, of the receipt of any such subpoena or other legal process requiring such disclosure immediately after receipt thereof and the Employee shall assist the Employer in any efforts it may undertake to quash such subpoena or other legal process or obtain an appropriate protective order prior to any such disclosure by the Employee.

Confidential Information. Employee acknowledges that by reason During the course of Executive’s employment he/she may under this Agreement, Executive will have access to Convergent's certain trade secrets as well as other and confidential or proprietary informationinformation relating to NewPage that is not readily available from sources outside NewPage, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiationstheir customer, supplier or and vendor relationshipslists, contract terms, databases, competitive strategies, computer programs, frameworks, and pricing models, their marketing programs, their sales, financial, marketing, training and cost technical information, their product development (and proprietary product data), business plans and strategies (including acquisition and divestiture plans), environmental and other information developed regulatory matters and any other information, whether communicated orally, electronically, in writing or obtained by in other tangible forms, concerning how NewPage creates, develops, acquires or maintains products and marketing plans, targets potential customers and operates the Company that is not generally available to the industry in which Company competes Business (hereinafter "collectively, “Confidential Information"”). Employee agrees Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for constitutes valuable, highly confidential, special and unique property of NewPage. NewPage has invested, and continues to invest, considerable amounts of time and money in developing and maintaining Confidential Information, and any reason. Employee will also, upon the Company's request, return all writings and other media containing misappropriation or unauthorized disclosure of Confidential Information in Employee's possession any form would irreparably harm NewPage. Executive will hold in a fiduciary capacity for the benefit of NewPage all Confidential Information that is obtained by Executive during Executive’s employment by NewPage and that does not become public knowledge (other than by acts by Executive or under Employee's control to Convergent. These obligations are representatives of Executive in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term violation of this Agreement). Except as required by law or an order of a court or governmental agency having jurisdiction, be exposed to certain information pertaining to Executive will not during or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by after the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Term disclose any Confidential Information, (b) not copydirectly or indirectly, publishto any Person for any reason or purpose whatsoever, disclose to others or nor will Executive use the Confidential Information it in any way, except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Executive’s employment with and for the Servicesbenefit of NewPage or to enforce any rights or defend any claims under this Agreement or under any other agreement to which Executive is a party, provided that the disclosure is reasonably relevant to the enforcement of those rights or defense of those claims and abide is only disclosed in the related formal proceedings. Executive will take all respects by reasonable steps to safeguard the terms of any such nondisclosure agreements which bind CompanyConfidential Information and to protect it against disclosure, misuse, espionage, loss and theft. Employee further Executive understands and agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect Executive will acquire no rights to any Confidential Information or any trademark, copyright, patent or other intellectual property rightInformation.

Confidential Information. Employee Executive acknowledges that by reason during the course of his employment he/she may have access with the Company, its subsidiaries and affiliates, he has been and will be exposed to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, documents and other information developed regarding the confidential affairs of the Company, its subsidiaries and affiliates, including without limitation information about their past, present and future financial condition, the markets for their products, key personnel, past, present or obtained by future actual or threatened litigation, trade secrets, current and prospective customer lists, operational methods, acquisition plans, prospects, plans for future development and other business affairs and information about the Company that is and its subsidiaries and affiliates not generally readily available to the industry in which Company competes public (hereinafter "the “Confidential Information"”). Employee agrees Executive hereby further acknowledges that during the Confidential Information constitutes information that derives independent economic value, actual or potential, from not being generally known to the public or to other Persons who can obtain economic value from its disclosure or use and, as such, constitutes a trade secret of the Company within the meaning of the Uniform Trade Secrets Act. The Executive recognizes that it is in the Company’s legitimate business interest to restrict the disclosure and after employmentuse of Confidential Information (as defined below) for any purpose other than in connection with the performance of the Executive’s duties to the Company, he/she will not directly or indirectly use or divulge and to prohibit any misappropriation of such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8Executive. Employee The Executive therefore agrees that all Confidential Information heretofore or in the future obtained by the Executive shall remain be considered confidential and the exclusive property proprietary information of the owner and that Employee shall: (a) maintain Company. During or at any time subsequent to the confidentiality and secrecy of all Employment Period, the Executive shall not use or disclose, or authorize any other Person to use or disclose, any Confidential Information, (b) not copy, publish, disclose other than as necessary to others or use further the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request business objectives of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by accordance with the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightExecutive’s employment hereunder.

Confidential Information. Employee acknowledges You acknowledge that during your employment you have learned Confidential Information relating to the business conducted and to be conducted by reason the Company. You agree that you have not and will not disclose or use or authorize any third party to disclose or use any such Confidential Information, without prior written approval of employment he/she may have access the Company. As used in this Agreement, “Confidential Information” means all information belonging to Convergent's the Company or provided to the Company by a customer that is not known generally to the public or the Company’s competitors and includes all trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheetssecrets, client informationlists and information related to client files, Company and member financial informationknow-how, marketing plans and strategiesshow-how, market researchtechnical, client and other mailing listsoperating, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationfinancial, and other business information developed and materials. Confidential Information shall not, however, include any general know-how or skills that you possess whether obtained through your employment at the Company or elsewhere. Confidential Information also does not include information that (i) is publicly known or becomes publicly known through no fault of yours, or (ii) is generally or readily obtainable by the Company public. You understand that is not generally available your obligations related to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to, and not in lieu of, your obligations with regard to the protection of the Company’s trade secrets under the law governing misappropriation of the Company’s trade secrets, and any obligations Employee has other agreements you may have with the Company of similar subject matter. You may not be held criminally or civilly liable under state any Federal or federal law. Employee further acknowledges that Employee may, during State trade secret law for the term disclosure of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, a trade secret that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shallmade: (a) maintain in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and provided that such disclosure is solely for the confidentiality and secrecy purpose of all Confidential Information, reporting or investigating a suspected violation of the law; or (b) not copyin a complaint or other document filed in a lawsuit or other proceeding, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyprovided that such filing is made under seal. Additionally, in the course of event you file a lawsuit against the Services, and abide in all respects Company for retaliation by the terms Company against you for reporting a suspected violation of law, you understand that you have the right to provide trade secret information to your attorney and use the trade secret information in the court proceeding, although you must file any such nondisclosure agreements which bind Companydocument containing the trade secret under seal and you may not disclose the trade secret, except pursuant to court order. Employee further agrees By signing this Agreement, you represent and warrant that you will not and have not disclosed any writingConfidential Information to a third party, discoveryor, inventionexcept as permitted, innovationconsistent with Company policy, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to your personal mobile device(s) used for business purposes, sent/downloaded any Confidential Information to your personal email account(s), personal computer(s), personal mobile device(s), and/or external and removable thumb or flash drives. Insofar as you have printed any Confidential Information or sent/downloaded any trademarkConfidential Information on your personal mobile device(s), copyright, patent or other intellectual property rightyou represent and warrant that you have shredded and/or deleted all such information upon termination of your employment.

Confidential Information. Employee Executive acknowledges that by reason in ------------------------ the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the business affairs, information, trade secrets as well as secrets, and other matters of the Company and its subsidiaries which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the "Confidential Information") concerning the business of the Company, its predecessors and their respective subsidiaries. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the "Hotel Industry"), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control he will immediately turn over to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. 7.1 Employee acknowledges agrees that Employee will not at any time, whether during or subsequent to Employee’s employment by reason the Employer Group, either directly or indirectly, use or divulge, disclose or communicate to any person, firm or corporation, other than in the course of employment he/she may have access performing Employee’s duties to Convergent's the Employer Group, any confidential and proprietary information and trade secrets as well as other confidential or proprietary of the Employer Group, including, without limitation, client and customer information, including pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”), whether heretofore or hereafter obtained by Employee while in the employ of the Employer Group. Upon leaving the employ of the Employer Group, Employee will not take or use, without the prior written consent of Employer, any memoranda, notes (whether or not prepared by Employee during the course of Employee’s employment with the Employer Group), lists, schedules, forms or other documents, papers or records of any kind (including, but not limited to: personnel information, payroll informationcomputerized or other records and documents in digital form or otherwise), profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available relating to the industry in Employer Group’s businesses or clients or any reproduction, summary or abstract thereof (including by means of discs or any other medium), all of which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations acknowledges are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and Employer Group; provided that Employee shall: (a) maintain shall be entitled to retain any such material solely relating to his equity interests in the confidentiality Management Holdcos or any other member of the Employer Group and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by same solely to the owner, (c) return or destroy all copies of Confidential Information extent relating to such ownership interests. Employee hereby agrees to surrender to Employer upon request at any time after the termination of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Employee’s employment with the ServicesEmployer Group all such documents and other property. Employer acknowledges that Employee is an experienced attorney and prior to his employment with Employer maintained electronically an extensive list of professional contacts. As soon as is practicable following the termination of his employment, and any work materials relating but no longer than 30 days following the termination of employment, Employer shall provide an electronic copy (in a form reasonably acceptable to them, shall be Employee) of Employee’s professional contacts as maintained on the property IT systems of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges that by reason The Company (and, if applicable, its predecessors) shall provide Executive with, and Executive shall become acquainted with, information related to the business affairs, trade secrets, and other matters of employment he/she may have access to Convergent's trade secrets as well as other the Company and its subsidiaries which is of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the “Confidential Information”) concerning the business of the Company, its predecessors and their respective subsidiaries. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or obtained use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process), governmental agency, or similar tribunal, to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the “Hotel Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control if the Company terminates the Agreement pursuant to Convergent. These obligations are in addition Paragraph 18, Executive will immediately turn over to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righthim.

Confidential Information. Employee acknowledges that by reason of employment he/she may have In consideration for Employer’s promises under this Agreement and because Key Employee’s duties as a senior management employee will necessitate his having access to Convergent's trade secrets as well as and being entrusted with confidential and proprietary information relating to Employer’s business and customers, Key Employee agrees that during his employment with Employer and thereafter, Key Employee shall not disclose to a third party or use for his personal benefit Confidential Information of Employer. “Confidential Information” means all information written (or generated/stored on magnetic, digital, photographic or other confidential media) or oral, relating to any aspect of Employer’s existing or reasonably foreseeable business which is disclosed to Key Employee or conceived, discovered or developed by Key Employee, and which is not generally known or proprietary to Employer. Confidential Information includes, without limitation, Employer’s strategic and other business plans, designs, customers, suppliers, and Employer’s marketing, accounting, merchandising, and information-gathering techniques and methods, and all accumulated data, listings, or similar recorded matter used or useful in food sales, freight contracting and freight forwarding and backhauling (all modes), and customs house brokerage operations, including but not limited to: personnel to the customer and carrier lists, business forms, weekly loading lists, service contracts, all pricing information, payroll informationcomputer programs, profit tariff information and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier aids. All Information disclosed to Key Employee or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by to which Key Employee has access during the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after period of this employment, he/she will not directly for which there is any reasonable basis to believe is, or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control which appears to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated by Employer as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose shall be presumed to others or use the be Confidential Information except as expressly permitted by the ownerunder this Agreement. In addition, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by Key Employee shall comply with the terms of any such nondisclosure agreements Confidentiality Agreement by which bind CompanyEmployer is bound to a third party. Employee further agrees that any writingKey Employee’s disclosure to attorneys, discovery, invention, innovationaccountants and other advisors at the Employer’s request, or other product developed as part in the performance of or in connection with the Services, and any work materials relating to themKey Employee’s duties, shall be the property of Company or its affiliates and shall not be treated as works for hire for purposes a violation of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightAgreement.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary “Confidential Information” means all Buyer know-how, technical information, including but not limited to: personnel business information, payroll informationdata, profit and loss statementsdesigns, budget statements and projectionsspecifications, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansdrawings, business transactions, pending negotiations, supplier experience or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by knowledge reasonably related to the Company transaction that is not generally available the subject of this Purchase Order, whether transmitted in writing, orally or electronically, including initial or preliminary discussions, to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly extent the same is or indirectly use are secret or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shallincluding without limitation: (a) maintain the confidentiality confidential manufacturing plans, processes, procedures, operations, reports, drawings, manuals, equipment, engineering information, technical information, and secrecy of all Confidential Information, plant and equipment layouts and configuration; (b) not copyconfidential product plans, publishprototypes, disclose samples, formulae, and specifications, and information related to others or use the Confidential Information except as expressly permitted by the ownerconfidential project designs, marketing, advertising, quality, costs, configurations and uses; (c) return confidential customer and vendor lists and information, business plans, sales volumes, profitability figures, financial information or destroy all copies of Confidential Information upon request of the other party, economic or business information; and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyconfidential computer software, in the course of the Servicesfirmware, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writingdata, discoverydatabases, inventionnetworks, innovationsecurity procedures, or other product developed as part confidential information related directly or indirectly to computer systems or networks. Seller shall not, without express written consent of Buyer, use or in connection disclose to any person, company or governmental agency any Confidential Information, except that Seller may disclose Confidential Information to those if its employees or professional advisors who need to know such information and who are bound to Seller not to disclose the Confidential Information to any other person, company or governmental agency. If Seller becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, Seller will provide Buyer with the Servicesprompt prior written notice of such requirements so that Buyer may seek a protective order or other appropriate remedy. If a protective order or other remedy is not obtained, Xxxxxx agrees to furnish only that portion of Confidential Information that Seller, upon written opinion of counsel, is legally required to disclose, and any work materials relating it agrees to them, shall exercise reasonable commercial efforts to obtain assurances that confidential treatment will be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining accorded such Confidential Information. Buyer agrees that this section will not apply to the protection extent that Seller can demonstrate the Confidential Information: (i) was known by the public prior to initial disclosure by Buyer or subsequently becomes known to the public after initial disclosure through no act or omission of copyrights Seller in violation of this Purchase Order; (ii) was known by Seller prior to initial disclosure; (iii) is disclosed to Seller by another person or other intellectual property rights. Nothing in this Agreement constitutes any grant entity who was under no obligation of license or assignment confidentiality to Buyer with respect to any the information; or (iv) is independently developed by Seller without access to or use of Confidential Information Information, or any trademark, copyright, patent or other intellectual property rightviolation of this Purchase Order.

Confidential Information. Employee acknowledges Executive recognizes that by reason of his employment he/she by and service to the Company he will occupy a position of trust with respect to the business and its employees and technical and other information of a secret or confidential nature (“Confidential Information”) which is the property of the Company which the Company hereby agrees to provide Executive and which may have access also be imparted to Convergent's trade secrets him from time to time in the course of the performance of his duties hereunder. Executive acknowledges that such information is a valuable and unique asset of the Company and agrees that he shall not, during or after the Term of this Agreement, directly or indirectly use or disclose any Confidential Information of the Company to any person, except that Executive may use and disclose to authorized personnel of the Company such Confidential Information as well as other confidential or proprietary information, is reasonably appropriate in the course of the performance of his duties hereunder. Confidential Information of the Company shall include all information and knowledge of any nature and in any form relating to the Company and its subsidiaries and affiliates including but not limited to: personnel information, payroll informationbusiness plans; development projects; computer software and related documentation and materials; designs, profit practices, processes, methods, know-how and loss statements, budget statements and projections, balance sheets, client information, other facts relating to the business of the Company and member its subsidiaries and its affiliates; advertising, promotions, financial informationmatters, marketing plans sales and strategiesprofit figures, market researchemployee hiring, client training, evaluations and other mailing retention practices and customers or customer lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property not include any information that is or shall become publicly known through no fault of the owner Executive and that Employee shall: (a) maintain any information received in good faith on a non-confidential basis from a third party who has the confidentiality right to disclose such information and secrecy of all Confidential Informationwho has not received such information, (b) not copyeither directly or indirectly, publish, from the Company. If Executive is required to disclose to others or use the Confidential Information except as expressly permitted by any court or governmental tribunal, Executive shall, to the extent practical under the circumstances, first give notice to the Company in order that it may have an opportunity to seek a protective order. The Company and Executive shall cooperate with each other, should either decide to seek a protective order with all costs and expenses being borne by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and party seeking such order. Executive shall abide in all respects by the terms final order, judgment, or decree of any court of competent jurisdiction, administration or regulatory body regarding such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works application for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righta protective order.

Confidential Information. Employee recognizes that Employer’s business and the business of other affiliates depend upon the use and protection of a large body of confidential and proprietary information now existing or to be developed in the future which will be referred to in this Agreement as “Confidential Trade Information.” Employee intends that the meaning of Confidential Trade Information in this Agreement will be read as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible medium) which is related to Employer’s business and the business of corporations affiliated with Employer or any of their potential future business and which is not generally and publicly known. Without limiting the foregoing, Employee agrees that the customer lists and lists of contracts and potential customers of Employer and its affiliates are and will be a part of the Confidential Trade Information. Employee agrees to protect and preserve as confidential during the term hereof, and at all times after its termination or expiration, all of the Confidential Trade Information at any time known to Employee or at any time in Employee’s possession or control. Employee will neither use nor allow any other person or entity (including entities partially or wholly owned by Employee) to use in any way, except for the benefit of Employer and as directed by Employer, any of the Confidential Trade Information. Employee will, prior to or upon leaving employment with Employer, deliver to Employer any and all records, items, and media of any type (including all partial or complete copies or duplicates) containing or otherwise relating to any of the Confidential Trade Information, whether prepared or acquired by or provided to Employee. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationall such records, including but not limited to: personnel information, payroll information, profit items and loss statements, budget statements media are at all times and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges that by reason of during Employee's employment he/she may or consultancy with the Company, Employee will develop, discovery, have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationbecome acquainted with technical, financial, marketing, personnel, and other information developed relating to the present or obtained by contemplated products, services (including prices, costs, sales, or content), or the conduct of business of the Company that or an Affiliate, computer programs, computer systems, operations, processes, knowledge of the organization or the industry, research and development operations, future business plans, customers (including identities of customers and prospective customers, identities of individual contracts at business entities which are customers or potential customers), business relationships, or other information, which is not generally available to the industry in which Company competes of a confidential and proprietary nature (hereinafter "Confidential Information"). Employee agrees that during all files, data, records, reports, documents, and after employment, he/she will not directly or indirectly use or divulge the like relating to such Confidential Information for any reason. Employee will alsoInformation, upon the Company's request, return all writings and other media containing Confidential Information in whether prepared by him or otherwise coming into Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee maypossession, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company (or its Affiliates as the case may be), and that Employee shall: (a) maintain hereby agrees to promptly disclose such Confidential Information to the confidentiality Company upon request and secrecy of all hereby assigns to the Company any rights which Employee may acquire in any Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that not to disclose or use any writingConfidential Information and to use Employee's best efforts to prevent the disclosure or use of any Confidential Information either during the term of employment or consultancy or at any time thereafter, discovery, invention, innovation, except as may be necessary in the ordinary course of performing Employee's duties under this Agreement. Upon termination of Employee's employment or other product developed as part of or in connection consultancy with the ServicesCompany for any reason, Employee shall promptly deliver to the Company all materials, documents, data, equipment, and any work materials relating to them, shall be the other physical property of Company any nature containing or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information Information, and Employee shall not take from the Company's premises any such material or equipment or any trademark, copyright, patent or other intellectual property rightreproduction thereof.

Confidential Information. Employee The Consultant hereby acknowledges that by reason of employment he/she may prior to the date hereof and during the Consulting Period, the Consultant has had and will have access to Convergent's trade secrets as well as and be entrusted with Confidential Information, the disclosure of which to competitors of the Company or to the general public would be highly detrimental to the Company. The Consultant further acknowledges and agrees that the Confidential Information constitutes a proprietary right which the Company is entitled to protect. Accordingly, the Consultant hereby agrees that, during the Consulting Period and for10 years thereafter, he will keep secret and confidential, and never disclose, directly or indirectly, any Confidential Information to any person other than a director or officer of the Company or of the Buyer. The Consultant further agrees that he will not use any of the Confidential Information for any purposes whatsoever other than fulfilling his duties and responsibilities hereunder and acting in the best interests of the Company. At the termination of the Consulting Period, the Consultant agrees that all records, documents, files and other materials containing or relating to Confidential Information will be delivered by him to the proper officers of the Company and he will not retain any copies thereof. The Consultant agrees that a remedy for damages for breach of this section maybe inadequate and accordingly the Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of this section without the necessity of proving actual damages. The Consultant acknowledges and agrees that the restrictions contained in this section are reasonable and valid. In this Agreement, the term “Confidential Information” means any confidential or proprietary informationinformation of the Company and the Buyer whatsoever including, including but not limited without limitation, information relating to: personnel informationbusiness methods and systems; the terms of any contractual relations with customers, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationsuppliers, and other third parties; customer lists, files, and information; business plans; marketing plans; financial statements and information; employee information; intellection property or industrial property; technical know how; computer programs and databases; inventions and discoveries; information developed or obtained by relating to internal practices and procedures; and any other informations; the dissemination of which might prove detrimental to the Company that or the Buyer; provided however, “Confidential Information” shall not include any information which: is not generally available to the industry public through no act or omission on the part of the Consultant; is rightfully received by the Consultant from a third party without restriction on disclosure by that third party and without a breach of any obligation in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients favour of Company or its affiliates Buyer; or not, has been disclosed pursuant to a requirement of a governmental agency or of law provided that is designated as confidential by the disclosing party, whether Consultant has first given written notice of such required disclosure to the Company and taken reasonable steps to assist the Company in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain seeking to protect the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightthereof.

Confidential Information. 7.1 Employee acknowledges agrees that Employee will not at any time, whether during or subsequent to Employee’s employment by reason the Employer Group, either directly or indirectly, use or divulge, disclose or communicate to any person, firm or corporation, other than in the course of employment he/she may have access performing Employee’s duties to Convergent's the Employer Group, any confidential and proprietary information and trade secrets as well as other confidential or proprietary of the Employer Group, including, without limitation, client and customer information, including pricing information, financial plans, business plans, business concepts, supplier information, know-how and intellectual property and materials related thereto (the “Confidential Information”), whether heretofore or hereafter obtained by Employee while in the employ of the Employer Group. Upon leaving the employ of the Employer Group, Employee will not take or use, without the prior written consent of Employer, any memoranda, notes (whether or not prepared by Employee during the course of Employee’s employment with the Employer Group), lists, schedules, forms or other documents, papers or records of any kind (including, but not limited to: personnel information, payroll informationcomputerized or other records and documents in digital form or otherwise), profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available relating to the industry in Employer Group’s businesses or clients or any reproduction, summary or abstract thereof (including by means of discs or any other medium), all of which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations acknowledges are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and Employer Group; provided that Employee shall: (a) maintain shall be entitled to retain any such material solely relating to his equity interests in the confidentiality Management Holdcos or any other member of the Employer Group and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by same solely to the owner, (c) return or destroy all copies of Confidential Information extent relating to such ownership interests. Employee hereby agrees to surrender to Employer upon request at any time after the termination of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Employee’s employment with the ServicesEmployer Group all such documents and other property. Employer acknowledges that Employee is an experienced attorney and prior to his employment with Employer maintained electronically an extensive list of professional contacts. As soon as is practicable following the termination of his employment, and any work materials relating but no longer than thirty (30) days following the termination of employment, Employer shall provide an electronic copy (in a form reasonably acceptable to them, shall be Employee) of Employee’s professional contacts as maintained on the property IT systems of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee Grantee acknowledges that by reason of through Grantee’s potential investment in the Partnership through the Options and Grantee’s employment he/she with the Company, Grantee has obtained and will obtain confidential information regarding the Partnership’s and the Company’s business affairs, including such matters as computer programs, customer and supplier lists, customers and suppliers, marketing and operational plans, purchasing, products and product designs, prices, fees, costs, customer incentive programs, intellectual property rights, technology, manufacturing and distribution methods, plans, personnel, competitors, markets, finance, customer relations, and other specialized information or proprietary matters not available to the public. This information (“Confidential Information”) may have access to Convergent's trade secrets be oral or written and may be that which Grantee has originated or hereafter originates as well as other that which otherwise has come or hereafter comes into Grantee’s possession or knowledge. Grantee agrees that Grantee will treat all matters relating to the business activities of the Partnership and the Company as confidential and will not divulge or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier disclose any Confidential Information gained in connection with Grantee’s investment in the Partnership or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained Grantee’s employment by the Company that to any other Person except upon the written request or instruction of the Company Board or the General Partner or in the normal course of Grantee’s duties as an employee of the Company. Grantee further agrees not to use, for purposes of marketing or otherwise, any such Confidential Information, either for Grantee personally or as a representative, agent, employee, officer, director, trustee, owner, or creditor of, or partner, joint venturer, or investor with or in any other Person, except for any information which is not or becomes generally available to the industry public other than as a result of disclosure by Grantee. Nothing contained in which Company competes (hereinafter "this Section 2 will be deemed to in any way alter Grantee’s obligations pursuant to any state trade secrets statute to the extent applicable to the information described in this Section 2. This Section 2 is intended to protect Confidential Information"). Employee agrees , during the period that during Grantee holds the Options, any period of Grantee’s ownership of securities of the Partnership, the period of Grantee’s employment with the Company and after employment, he/she will not directly thereafter for so long as it continues to be of economic value to the Partnership or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings but not to limit Grantee’s rights to seek and other media containing Confidential Information obtain employment in Employee's possession or under Employee's control competition with the Company after termination of Grantee’s employment with the Company, which is covered by Section 5, so long as Grantee continues to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, comply with the confidentiality provisions of this Section 2 during the term of such other employment. Grantee’s confidentiality obligations pursuant to this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information Section 2 shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose deemed to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide supersede in all respects by all prior confidentiality agreements between Grantee and the terms of any such nondisclosure agreements which bind Partnership or the Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee Executive acknowledges that by reason of in his employment he/she may have access he is or will be making use of, acquiring, or adding to Convergent's trade secrets as well as other the Company Group’s confidential or proprietary informationinformation (the “Confidential Information”) which includes, including but is not limited to: personnel information, payroll informationmemoranda and other materials or records of a proprietary nature; technical information regarding the operations of the Company Group; and records and policy matters relating to finance, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategiespersonnel, market research, client strategic planning, current and other mailing listspotential customers, annual operating planslease arrangements, Company strategic plansservice contracts, business transactions, pending negotiations, supplier or vendor relationships, contract termsmanagement, and pricing operations. Therefore, to protect the Company Group’s Confidential Information and cost informationto protect other employees who depend on the Company Group for regular employment, Executive agrees that he will not in any way use any of said Confidential Information except in connection with his employment by the Company, and other information developed or obtained by except in connection with the business of the Company that is he will not generally available to copy, reproduce, or take with him the industry in which Company competes (hereinafter "original or any copies of said Confidential Information"). Employee agrees that during Information and after employment, he/she will not directly or indirectly use or divulge such any of said Confidential Information for any reason. Employee will also, upon to anyone without the prior written consent of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain not include information that is generally available to and known by the exclusive property public at the time of disclosure to Executive; provided that, such disclosure is through no direct or indirect fault of Executive or person(s) acting on Executive’s behalf. For the avoidance of doubt, this Section 6.02 does not prohibit or restrict Executive (or Executive’s attorney) from responding to any inquiry about the Agreement or its underlying facts and circumstances by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization or governmental entity, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Executive understands and acknowledges that he does not need the prior authorization of the owner Company to make any such reports or disclosures and that Employee shall: (a) maintain he is not required to notify the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others Company that he has made such reports or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosures.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason, except as required by law. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. The Employee recognizes and acknowledges that by reason the continued success of employment he/she may the Company depends upon the use and protection of a large body of confidential and proprietary information and that the Employee will have access to Convergent's trade secrets as well as certain Confidential Information of the Company, its subsidiaries and affiliates and corporations with which the Company does business, and that such Confidential Information constitutes valuable, special and unique property of the Company, its subsidiaries and affiliates and such other confidential corporations. “Confidential Information” will be interpreted to include all information of any sort (whether merely remembered or proprietary embodied in a tangible or intangible form) that is (i) related to the Company’s or its subsidiaries’ or affiliates’ (including their predecessors) current or potential business and (ii) not generally or publicly known. Confidential Information includes, without limitation, the information, including but not limited to: personnel information, payroll information, profit observations and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or data obtained by the Employee while employed by the Company and its subsidiaries (or any of their predecessors) concerning the business or affairs of the Company or any of its subsidiaries or affiliates, including information concerning acquisition opportunities in or reasonably related to the Company’s or its subsidiaries’ or affiliates’ business or industry, the identities of the current, former or prospective employees, suppliers and customers of the Company or its subsidiaries, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment. Confidential Information shall not include information that is not (i) generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly public other than by or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property a result of the owner and that Employee shall: (a) maintain breach of any agreement protecting the confidentiality and secrecy of all the Confidential Information, (bii) not copyrightfully received by Employee from a third party without confidential limitations, publish, disclose or (iii) known to others or the Employee prior to disclosure by the Company. The Employee agrees that he will use the Confidential Information except only as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, necessary and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or only in connection with the Services, and performance of his duties hereunder. The Employee agrees that he will not disclose to any work materials relating to them, shall be unauthorized Person or use for his own or any other purposes (except as described in the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to immediately preceding sentence) any Confidential Information without the prior written consent of the Board of Directors, unless and to the extent that (a) the Confidential Information becomes generally known to and available for use by the public other than as a result of the Employee’s acts or any trademarkomissions or (b) the Employee is ordered by a court of competent jurisdiction to disclose Confidential Information, copyright, patent or other intellectual property rightprovided that in such circumstance the Employee must (i) provide prompt written notice of such order to the Company and (ii) cooperate with the Company when revealing such Confidential Information to such court.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return At all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, times during the term of this Agreement, be exposed Employer shall provide Employee with access to certain information pertaining to or provided by third parties"Confidential Information." As used in this Agreement, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as term "Confidential Information" for purposes means any and all confidential, proprietary or trade secret information, whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, including that which is conceived or developed by Employee, applicable to or in any way related to: (i) patients with whom Employer has a physician/patient relationship; (ii) the present or future business of this Section 8Employer; or (iii) the research and development of Employer. Employee agrees that all Without limiting the generality of the foregoing, Confidential Information shall remain the exclusive property of the owner and that Employee shallincludes: (a) maintain the development and operation of Employer's medical practices, including information relating to budgeting, staffing needs, marketing, research, hospital relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Employer for use at the hospitals where Employer conducts its business; (b) contractual arrangements between the Employer and insurers or managed care associations or other payors; (c) the databases of Employer; (d) the clinical and research protocols of Employer, including coding guidelines; (e) the referral sources of Employer; and (f) other confidential information of Employer that is not generally known to the public that gives Employer the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of its patients, its patient lists, its marketing methods and related data, lists or other written records used in Employer's business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plan and projections, and computer programs. The parties agree that, as between them, this Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Employer's business and its goodwill. Employer acknowledges that the Confidential Information specifically enumerated above is special and unique information and is not information that would be considered a part of the general knowledge and skill Employee has or might otherwise obtain. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by Employee from a third party source before disclosure by or on behalf of Employer, (ii) becomes available to Employee from a source other than Employer that is not, to Employee's knowledge, bound by a duty of confidentiality to Employer, (iii) becomes generally available or known in the industry other than as a result of its disclosure by Employee, or (iv) has been independently developed by Employee and secrecy may be disclosed by Employee without breach of all this Agreement, PROVIDED, in each case, that the Employee shall bear the burden of demonstrating that the information falls under one of the above-described exceptions. Employee agrees that, except as required in the performance of Employee's duties as an employee of Employer, Employee will not at any time, whether during or subsequent to the term of Employee's employment with Employer, in any fashion, form or manner, unless specifically consented to in writing by Employer, either directly or indirectly, use or divulge, disclose, or communicate to any person, firm or corporation, in any manner whatsoever, any Confidential Information of any kind, nature, or description, subject to applicable law. The parties agree that any breach by Employee of any term of this Section is a material breach of this Agreement and shall constitute "cause" for the termination of Employee's employment hereunder. In the event that Employee is ordered to disclose any Confidential Information, (b) whether in a legal or a regulatory proceeding or otherwise, Employee shall provide Employer with prompt written notice of such request or order so that Employer may seek to prevent disclosure or, if that cannot copybe achieved, publishthe entry of a protective order or other appropriate protective device or procedure in order to assure, to the extent practicable, compliance with the provisions of this Agreement. In the case of any disclosure required by law, Employee shall disclose to others or use only that portion of the Confidential Information except as expressly permitted by the ownerthat Employee is ordered to disclose in a legally binding subpoena, (c) return demand or destroy all copies of similar order issued pursuant to a legal or regulatory proceeding. All Confidential Information upon request of the other partyInformation, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyall equipment, notebooks, documents, memoranda, reports, files, samples, books, correspondence, lists, other written and graphic records, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, media (including electronic or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any video) containing Confidential Information or any trademarkrelating to the business of Employer, copyrightwhich Employee shall prepare, patent use, construct, observe, possess, or other intellectual control shall be and remain Employer's sole property right(collectively "Employer Property"). Upon termination or expiration of this Agreement, or earlier upon Employer's request, Employee shall promptly deliver to Employer all Employer Property, retaining none.

Confidential Information. Employee acknowledges that Seller shall not at any time subsequent to the Closing, except as explicitly requested by reason of employment he/she may have access Buyer, use for any purpose or disclose to Convergent's trade secrets as well as any person, documents, tapes, discs, programs or other confidential information storage media (“Records”) containing any Confidential Information concerning the Domain Name xxxxx.xxx or proprietary Purchased Assets, all such information being deemed to be transferred to the Buyer hereunder. For purposes hereof, “Confidential Information” shall mean and include, without limitation and with respect only to the Domain Name xxxxx.xxx or the Purchased Assets, all Intellectual Property, customer and vendor lists and related information, including but not limited to: personnel informationinformation concerning Seller’s operations, payroll informationstrategies, profit and loss statementsprocesses, budget statements and projectionsproducts, balance sheetssoftware, client information, Company and member financial informationsales, marketing plans and strategiesdistribution methods, market researchproperties and assets, client liabilities, finances, all privileged communications and other mailing listswork product related to the title, annual operating plansinterest, Company strategic plansright of use, business transactionsregistrability, pending negotiations, supplier validity or vendor relationships, contract termscommercial value of the Domain Name, and pricing and cost information, and any other information developed or obtained by the Company that is not generally available previously disclosed to the industry public directly by Seller. If at any time after Closing Seller should discover that it is in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for possession of any reason. Employee will also, upon the Company's request, return all writings and other media Records containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) Seller shall promptly turn such Records over to Buyer, subject to Seller’s right to retain copies thereof. Seller covenants and agrees that it shall not copy, publish, disclose to others assert a waiver or use the Confidential Information except as expressly permitted by the owner, (c) return loss of confidential or destroy all copies of Confidential Information upon request privileged status of the information based upon such possession or discovery. Seller hereby consents to Buyer’s consultation with legal, accounting and other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates professional advisors to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating Seller concerning advice rendered to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining Seller prior to the protection Closing regarding the Domain Name xxxxx.xxx or Purchased Assets, excluding, however, the negotiation and drafting of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightand the transactions entered into pursuant hereto. This provision shall survive the Closing.

Confidential Information. Employee The Executive acknowledges that by reason in the course of his employment he/she may have with the Company, he has received and will receive access to Convergent's confidential information of a special and unique value concerning the Company and its business, including, without limitation, trade secrets as well as secrets, know-how, lists of customers, employee records, books and records relating to operations, costs or providing service and equipment, operating and maintenance costs, pricing criteria and other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit information and loss statements, budget statements and projections, balance sheets, client information, knowledge concerning the business of the Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes its affiliates (hereinafter collectively referred to as "Confidential Information")) which the Company desires to protect. Employee agrees The Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon is confidential and the protection of such Confidential Information against unauthorized use or disclosure is of critical importance to the Company's request, return all writings and other media containing . The Executive agrees that he will not reveal such Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal lawone outside the Company. Employee The Executive further acknowledges agrees that Employee may, during the term of this AgreementAgreement and thereafter he will not use or disclose such Confidential Information. Upon termination of his employment hereunder, be exposed the Executive shall surrender to certain the Company all papers, documents, writings and other property produced by him or coming into his possession by or through his employment hereunder and relating to the Confidential Information referred to in this Section 7, and the Executive agrees that all such materials will at all times remain the property of the Company. The obligation of confidentiality, non-use and non- disclosure of know-how set forth in this Section 7 shall not extend to know-how and information pertaining (i) which was in the public domain prior to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential disclosure by the disclosing party, whether in writing or orally, (ii) which information shall be treated as "Confidential Information" for purposes comes into the public domain other than through a breach of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential InformationAgreement, (biii) not copywhich is disclosed to the Executive after the termination of this Agreement by a third party having legitimate possession thereof and the unrestricted right to make such disclosure, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (civ) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, is necessarily disclosed in the course of the Services, and abide Executive's performance of his duties to the Company as contemplated in all respects by this Agreement. The agreements in this Section 7 shall survive the terms termination of any such nondisclosure agreements which bind Companythis Agreement. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for For purposes of any laws pertaining to this Section 7, the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightterm "Company" shall include the Company and its Affiliates.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the business affairs, information, trade secrets as well as secrets, and other matters of the Company and its subsidiaries which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the “Confidential Information”) concerning the business of the Company, its predecessors and their respective subsidiaries. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the “Hotel Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control he will immediately turn over to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee Seller acknowledges and agrees that (i) it has Confidential Information (as defined below) and that such Confidential Information does and will constitute valuable, special and unique property of Buyer from and after the Closing Date and (ii) for a period of seven (7) years after the Closing Date, it will not, directly or indirectly, and will cause its Affiliates not to, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Buyer or employees or agents of Seller with a need to know, provided such Confidential Information is not used in violation of this Agreement, or use or otherwise exploit for its own benefit or for the benefit of anyone other than Buyer, any Confidential Information. Seller shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by reason Law; provided, however, that in the event disclosure is required by applicable Law, Seller shall, to the extent reasonably possible, provide Buyer with prompt notice of employment he/she such requirement prior to making any disclosure so that Buyer may have access seek an appropriate protective order. For purposes of this Section 5.07, “Confidential Information” shall mean any confidential information with respect to Convergent's the Business, including, without limitation, methods of operation, pending or completed acquisitions of any company, division, product line or other business unit, prices, fees, costs, plans, designs, technology, inventions, trade secrets as well as secrets, know-how, software, marketing methods, policies, plans, personnel, customers, suppliers, publishers, competitors, markets or other confidential specialized information or proprietary informationmatters but shall not include any such information to the extent that it relates to the business or operations of Seller, including but other than the Business. The term “Confidential Information” does not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsinclude, and pricing and cost informationthere shall be no obligation hereunder with respect to, and other information developed or obtained by the Company that (a) is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon public on the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term date of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) becomes generally available to the public other than as a result of a disclosure by Seller not copy, publish, disclose to others otherwise permissible thereunder or use the Confidential Information except as expressly permitted by the owner, (c) return Seller learns from other sources where such sources have not violated their confidentiality obligation to Buyer. Nothing herein shall be construed as a license or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates grant to Seller or any customer of its Affiliates of permission to use the Transferred Intellectual Property whether during or client of Company or its affiliates to which after the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightaforesaid seven (7) year period.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary information“Buyer Confidential Information” means any technical, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client business and other mailing listskind of information (including, annual operating planswithout limitation, Company strategic plansknow-how, business transactionsdata, pending negotiationsformulae, supplier or vendor relationships, contract termstechnical expertise, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term equipment) disclosed on behalf of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company Buyer or its affiliates to which the Services applySeller Group, or observed by Seller Group, whether before or after issuance of this Purchase Order, in the course furtherance of the provision of Materials or Services under this Contract. Seller Group shall (1) not disclose or make such available to any third party, (2) not use Buyer Confidential Information, except for provision of Materials or Services, and abide (3) limit access to Buyer Confidential Information to its or its Subcontractors employees, directors, and officers requiring that access in all respects furtherance of the provision of Materials or Services, provided those persons are aware of Seller’s obligations and are bound by obligations no less restrictive than Seller’s obligations under this Contract. The obligations of confidentiality and limited use will not apply to any information that: (i) is or becomes generally known to the terms public without breach of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, obligation owed to Buyer; (ii) was known to Seller without restriction on use or other product disclosure prior to its disclosure by Buyer; (iii) was independently developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes by Seller without breach of any laws pertaining obligation owed to Buyer; or (iv) is legally acquired, without obligations of confidentiality or restrictions of use, from a third party who is under no legal duty to Buyer to keep the information confidential. Seller may comply with a court order compelling production of Buyer Confidential Information, but Seller must give Buyer reasonable prior notice and use reasonable efforts to obtain protection for any Buyer Confidential Information disclosed. Notwithstanding restrictive legends to the protection contrary, no confidentiality obligations will be imposed on Buyer by acceptance of copyrights Materials or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightServices supplied by Seller.

Confidential Information. Employee Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the Xxxxxx Shareholders, severally and not jointly, acknowledges that by reason information concerning the business and affairs of employment he/she the Company (“Confidential Information”) may have access be disclosed to Convergent's trade secrets as well as other confidential the Nominees or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained their Replacements by the Company or its subsidiaries, or by the Company’s or its subsidiaries’ Representatives. Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the Xxxxxx Shareholders severally and not jointly agrees that is the Nominees or their Replacements will not disclose any of the Confidential Information to other members of the PW Group/Luxor/Xxxxxx Shareholders who are not directors of the Company. For purposes of this Agreement, the term “Confidential Information” shall not include information that (a) was in or enters the public domain, or was or becomes generally available to the industry public, other than as a result of disclosure by the Nominees or their Replacements in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term violation of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copywas independently acquired or developed by the Nominees, publishtheir Replacements or members of the PW Group/Luxor/Xxxxxx Shareholders without violating any of the obligations of the Nominees or their Replacements or any other confidentiality agreement, or under any other contractual, legal, fiduciary or binding obligation of the Nominees or their Replacements. Notwithstanding the foregoing, the Nominees or their Replacements may disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the to their attorneys and to their other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services applyRepresentatives, in the course of the Services, each case in accordance with and abide in all respects by subject to the terms of the Non-Disclosure Agreement in the form attached hereto as Exhibit B. The PW Group/Luxor/Xxxxxx Shareholders shall cause any Nominee or Replacement to execute and deliver to the Company the Non-Disclosure Agreement in the form attached hereto as Exhibit B with the applicable PW Group/Luxor/Xxxxxx Shareholder or Shareholders prior to any such nondisclosure agreements disclosure. Each of the PW Group Shareholders, each of the Luxor Shareholders and each of the Xxxxxx Shareholders severally and not jointly acknowledges that the U.S. securities laws prohibit any person who has received from an issuer material, non-public information concerning such issuer from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which bind Companyit is reasonably foreseeable that such person is likely to purchase or sell such securities. Employee further The Company agrees that any writing, discovery, invention, innovation, or other product developed as part none of or in connection with the Services, and any work materials relating to them, shall PW Group/Luxor/Xxxxxx Shareholders will be the property of Company or its affiliates and shall be treated as works responsible for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightobtained by others as a result of governmental monitoring of communications.

Confidential Information. Employee Executive acknowledges that by reason in the course of employment he/she may have access his performance of services for Employer and each other entity in the Parent Group (and, if applicable, their respective predecessors), he has been allowed to Convergent's trade secrets as well as other confidential or proprietary become, and will continue to be allowed to become, acquainted with Employer’s and each Parent Group entity’s business affairs, information, including but not limited to: personnel informationtrade secrets, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing listsmatters that are of a proprietary or confidential nature, annual operating planssuch as business opportunities, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed or obtained by and knowledge (collectively, the Company that is not generally available to the industry in which Company competes (hereinafter "“Confidential Information")”) concerning Employer’s, each Parent Group entity’s and their respective predecessors’ business. Employee agrees that during Employer and after employmentParent agree to provide, he/she will not directly or indirectly use or divulge on an ongoing basis, such Confidential Information for as they deem necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Parent Group, except as he deems reasonably necessary or appropriate in connection with performing his duties hereunder. Executive further agrees that he will not during employment and/or at any reason. Employee will also, upon the Company's request, return all writings and other media containing time thereafter use such Confidential Information in Employee's possession competing, directly or under Employee's control indirectly, with Employer or any other entity in the Parent Group. At such time as Executive shall cease to Convergent. These obligations are in addition be employed by Employer, he will immediately turn over to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Employer all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Serviceshis employment with Employer. In furtherance of Executive’s obligation of confidentiality, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining he has agreed to the protection of copyrights or other intellectual property rights. Nothing provisions contained in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightExhibit B which is incorporated by reference as set forth herein.

Confidential Information. (a) Without limiting the Executive’s obligations under the Employee acknowledges Handbook or any other any agreement or instrument in favor of the Company, Executive understands that by reason of employment he/she he may have access to Convergent's unpublished and otherwise confidential information both of a technical and non-technical nature, relating to the business of the Company and any of its parents, subsidiaries, divisions, affiliates (collectively, “Affiliated Entities”), or clients, including without limitation any of their actual or anticipated business, research or development, any of their technology or the implementation or exploitation thereof, including without limitation information Executive and others have collected, obtained or created, information pertaining to clients, accounts, vendors, prices, costs, materials, processes, codes, material results, technology, system designs, system specifications, materials of construction, trade secrets as well as other and equipment designs, including information disclosed to the Company or any of its affiliates by others under agreements to hold such information confidential or proprietary information(collectively, the “Confidential Information”). The Company’s success is dependent on the development and protection of its intellectual property, including but not limited to: personnel information, payroll information, profit to the Confidential Information. Executive understands and loss statements, budget statements acknowledges the importance of maintaining the confidentiality of the Confidential Information to the Company’s continued success. Executive agrees to observe all policies and projections, balance sheets, client information, procedures of the Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "its affiliates concerning such Confidential Information"). Employee Executive further agrees that not to disclose or use, either during and after employmenthis employment or at any time thereafter, he/she will not directly or indirectly use or divulge such any Confidential Information for any reason. Employee will alsopurpose, upon including without limitation any competitive purpose, unless authorized to do so by the Company's requestCompany in writing, return all writings except that he may disclose and other media containing Confidential Information use such information in Employee's possession or the good faith performance of his duties under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed . Executive’s obligations under this Agreement will continue with respect to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) whether or not copyhis employment is terminated, publishuntil such information becomes generally available from public sources through no fault of Executive or any representative of Executive. Notwithstanding the foregoing, however, Executive shall be permitted to disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, a subpoena or other product developed as part governmental order, provided that he first notifies the Company of or in connection with the Servicessuch subpoena, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights order or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect requirement and such that the Company has the opportunity to any Confidential Information or any trademark, copyright, patent obtain a protective order or other intellectual property rightappropriate remedy.

Confidential Information. Employee acknowledges that by reason of employment he/she In order to assist Consultant in performing the Services, Nuvilex may have access supply Consultant, from time to Convergent's time, with confidential information concerning Nuvilex. Consultant shall hold such information confidential and not disclose to others, either directly or indirectly, any and all such confidential information, propriety information, technical data, trade secrets as well as other confidential or proprietary informationknow-how, including including, but not limited to: personnel , research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, financial data and other business information, payroll informationwhich may be learned by Nuvilex or any of its subsidiaries and affiliated companies (collectively, profit “Nuvilex Group”) before and loss statementsduring the Term (collectively, budget statements and projections“Confidential Information”), balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other unless such information developed or obtained has been furnished directly to Consultant by the Company Nuvilex Group and Consultant is advised in writing by Nuvilex that such information is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee Consultant acknowledges that the terms and conditions of this Agreement are deemed confidential by Nuvilex and agrees that during and after employmentnot to disclose any information regarding it to any third party, he/she will not directly or indirectly use or divulge such Confidential Information for any reasonwithout the prior written consent of Nuvilex. Employee will also, upon the Company's request, return all writings and other media All documents containing Confidential Information in Employee's possession or under Employee's control shall be returned to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayNuvilex, during and no copies shall be retained by Consultant upon the term termination of this AgreementAgreement or expiration of the Term. Notwithstanding the foregoing, such duty of confidentiality does not extend to information: (i) which is or comes into the public domain; (ii) is rightfully obtained from third parties under a duty of confidentiality; or (iii) which is independently developed without reference to the Confidential Information. The duties of confidentiality imposed by this Agreement shall survive any termination of this Agreement or expiration of the Term for a period of 3 years. All data and information developed by Consultant (including notes, summaries, and reports) while performing the Services shall be exposed kept strictly confidential and shall not be revealed to certain information pertaining to or provided by third parties, whether clients parties without the prior written consent of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which Nuvilex. All such data and information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted owned by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates Nuvilex and shall be treated as works for hire for purposes delivered to Nuvilex by Consultant at the request of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightNuvilex.

Confidential Information. Employee acknowledges that by reason ‘Confidential Information’ includes, but is not limited to, team reports, the identities of employment heEVNEXUS customers and distributor/she dealers, contact information of EVNEXUS customers and distributor/dealers, and distributor/dealers personal and group referral volumes. Confidential Information is, or may be available, to distributor/dealers in their respective back-offices. The access to such confidential information, for the distributor/dealers is password protected, and is confidential and constitutes proprietary information and business trade secrets belonging to EVNEXUS. In case, if a distributor/dealer(s) accesses the confidential information of EVNEXUS after obtaining necessary permission from EVNEXUS, and if any miscreants or hackers hack the confidential information made to the distributor/dealer(s), the said distributor/dealer(s) must immediately inform EVNEXUS and legal proceedings will follow, upon the hacker(s)/hacking organization as well as the distributor/dealer(s) who failed to meet the security requirements. Such confidential Information is provided to distributor/dealer(s) in strictest confidence and is made available to Distributor/Dealers for the sole purpose of assisting Distributor/Dealer(s) in working with their respective teams in the development of their EVNEXUS business. The distributor/dealer(s) may not use the reports for any purpose other than the development of EVNEXUS business. Where a Distributor/Dealer(s) participate in other multi-level marketing ventures, they are not eligible to have access to Convergent's trade secrets as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information")Team reports. Employee agrees that during and after employment, heThe distributor/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or dealers should use the Confidential Information except as expressly permitted by the ownerto assist, (c) return or destroy all copies of Confidential Information upon request of the other partymotivate, and (dtrain their Team Distributor/Dealers. Both distributor/dealers and EVNEXUS agree that, but for this agreement of confidentiality and nondisclosure, EVNEXUS would not provide confidential Information to the distributor/dealer(s). To protect the confidential information, the distributor/dealer(s) execute any further nondisclosure agreements as may be reasonably required by Company shall not, on his or its affiliates her or any customer their own behalf, or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms on behalf of any such nondisclosure agreements which bind Company. Employee further agrees that any writingother person, discoverypartnership, inventionassociation, innovation, corporation or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.entity:

Confidential Information. The Employee recognizes and acknowledges that by reason certain assets of employment he/she may have access to Convergent's the Companies, including, without limitation, information regarding customers, pricing policies, methods of operation, proprietary production processes, proprietary computer programs, sales, products, profits, costs, markets, key personnel, formulae, product applications, technical processes, and trade secrets as well as other confidential or proprietary information(hereinafter called "Confidential Information") are valuable, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsspecial, and pricing unique assets of the Companies and cost informationtheir affiliates. The Employee shall not, and during or after his term of employment, disclose any or any part of the Confidential Information to any person, firm, corporation, association, or any other information developed entity for any reason or obtained by the Company purpose whatsoever, directly or indirectly, except as may be required pursuant to his employment hereunder; provided, that is not Confidential Information shall in no event include (a) Confidential Information which was generally available to the industry public at the time of disclosure by the Employee or (b) Confidential Information which becomes publicly available other than as a consequence of the breach by the Employee of his confidentiality obligations hereunder. In the event of the termination of his employment, whether voluntary or involuntary and whether by the Employer or the Employee, the Employee shall deliver to the Employer all documents and data pertaining to the Confidential Information and shall not take with him any documents or data of any kind or any reproductions (in which Company competes (hereinafter "whole or in part) or extracts of any items relating to the Confidential Information"). Nothing contained within this Section 8 shall prohibit the Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such from disclosing Confidential Information for if such disclosure is required by law, governmental process or valid legal process. In the event that the Employee is legally compelled to disclose any reasonof the Confidential Information, he shall provide the Employer with prompt written notice so that the Employer, at its sole cost and expense, may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Employee will alsoIn the event that such protective order or other remedy is not obtained, upon or that Employer waives compliance with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term provisions of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients Employee shall furnish only that portion of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted that he is advised by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may counsel is legally required to be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosed.

Confidential Information. Employee acknowledges Executive shall not disclose to any unauthorized person or entity or use for Executive’s own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the Confidential Information becomes generally known to and available for use by reason the public other than as a result of employment he/she may have access Executive’s acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to Convergent's trade secrets disclose Confidential Information pursuant to a deposition, interrogation, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, (i) Executive shall promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (ii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, based on the written advice of Executive’s legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving person or entity shall agree to treat such Confidential Information as well confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. For purposes of this Agreement, “Confidential Information” means information, observations and data concerning the business or affairs of the Company and its Affiliates, including, without limitation, all business information (whether or not in written form) which relates to the Company or its Affiliates, or their customers, suppliers or contractors or any other third parties in respect of which the Company or its Affiliates has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as other confidential or proprietary informationa result of Executive’s breach of this Agreement, including but not limited to: personnel informationtechnical information or reports; formulas; trade secrets; unwritten knowledge and “know-how”; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial informationproduct development, marketing plans and strategiessales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, market research, client competitive strategies and new product development; information relating to any forms of compensation or other mailing personnel-related information; contracts; and supplier lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other . Confidential Information will not include such information developed or obtained by known to Executive prior to Executive’s involvement with the Company that is not generally available or its Affiliates or information rightfully obtained from a third party (other than pursuant to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term a breach by Executive of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights). Nothing in this Agreement constitutes shall impair Executive’s right under the whistleblower provisions of any grant applicable federal law or regulation or, for the avoidance of license or assignment with respect doubt, limit Executive’s right to receive an award for the information provided to any Confidential Information government authority under such law or any trademark, copyright, patent or other intellectual property rightregulation.

Confidential Information. Employee acknowledges that Neither Seller Parent nor Seller (nor any of their subsidiaries or affiliated entities) shall at any time subsequent to the Closing, except as explicitly requested by reason Buyer, use for any purpose, disclose to any person, or keep or make copies of employment he/she may have access any records and files containing, any confidential information relating exclusively to Convergent's trade secrets as well as other the Business, the Assets, or the liabilities assumed by Buyer hereunder, all such `information being deemed to be transferred to Buyer hereunder. For purposes hereof, "confidential information" shall mean information relating exclusively to the Business, the Assets, or proprietary the liabilities assumed by Buyer hereunder, including, without limitation, all customer and vendor lists and related information, including but not limited to: personnel informationall information concerning the Business' processes, payroll informationproducts, profit and loss statementscosts, budget statements and projectionsprices, balance sheets, client information, Company and member financial informationsales, marketing plans and strategiesdistribution methods, market researchproperties and assets, client liabilities, finances, employees, all privileged communications and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termswork product, and pricing and cost information, and any other information developed not previously disclosed to the public directly by Seller Parent or obtained Seller. The foregoing provisions shall not apply to any information which is or relates to an Excluded Asset or which is or relates to the liabilities retained by Seller hereunder. If at any time after the Company Closing, Seller Parent or Seller should discover that is not generally they are in possession of any records and files containing the confidential information of Buyer, then the party making such discovery shall immediately turn such records and files over to Buyer, which shall upon request make available to the industry in surrendering party any information contained therein which Company competes (hereinafter "Confidential Information")is not confidential information. Employee agrees Seller Parent and Seller severally agree that during and after employment, he/she they will not directly assert a waiver of loss of confidential or indirectly use or divulge privileged status of the information based upon such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee acknowledges that The Asset Representations Reviewer will preserve the confidentiality of any non-public information obtained by reason it in connection with its performance of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationits responsibilities hereunder and the Indenture, including but not limited to: personnel informationto (i) personal or financial information regarding BBD’s former, payroll informationcurrent or prospective clients, profit customers or employees, (ii) business or technical processes, formulae, source codes, object code, product designs, sales, cost and loss statements, budget statements and projections, balance sheets, client information, Company and member other un-published financial information, customer information, product and business plans, projections, marketing plans and data or strategies, market researchtrade secrets, client and other mailing listsintellectual property rights, annual operating know-how, plans, Company strategic plansprojections, marketing data or strategies, trade secrets, intellectual property rights, know-how, expertise, methods and procedures for operation, information about employees customer names, business transactions, pending negotiations, supplier or vendor relationships, contract termstechnical proposals, and pricing (iii) any other information which is or should reasonably be understood to be confidential or proprietary (“Confidential Information”), in all cases whether tangible or intangible and cost regardless of the medium in which it is stored or presented and all copies of such information, as well as all memoranda, notes, summaries, analyses, computer records, and other information developed material that contain or obtained reflect Confidential Information; and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information. The Confidential Information will not, without the prior written consent of BBD be disclosed or used by the Company Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel or accountants, provided, however, that is not generally available to nothing herein shall prevent the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge Asset Representations Reviewer from disclosing such Confidential Information for any reason. Employee will also(i) to the Asset Representations Reviewer’s managers, upon the Company's requestofficers, return all writings members, employees, agents and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or professional consultants in connection with the ServicesAsset Representations Reviewer’s obligations under this Agreement and the Indenture, (ii) to any federal or state regulatory agency or governmental authority to which such disclosure is required (A) to effect compliance with any law, rule, regulation or order applicable to the Asset Representations Reviewer or (B) in response to any subpoena or legal process, or (iii) to the extent such Confidential Information becomes public through no act or fault of the Asset Representations Reviewer. In the case of any disclosure permitted by clause (ii) of the proviso, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its best efforts to provide BBD with notice of the requirements and will cooperate in BBD’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information, and any work materials relating if BBD is unable to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights obtain a protective order or other intellectual property rightsproper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose. Nothing in This Section 13 shall survive the termination of this Agreement constitutes or the removal or resignation of the Asset Representations Reviewer and the Asset Representations Reviewer will be responsible for any grant breach of license or assignment with respect this Section. If any action is initiated by BBD to any Confidential Information or any trademarkenforce this Section, copyrightthe prevailing party will be entitled to reimbursement of costs and expenses, patent or other intellectual property rightincluding reasonable attorney’s fees, incurred by it for the enforcement.

Confidential Information. Employee acknowledges It is understood and agreed that by reason as a result of Executive’s employment he/she may have access with the Seattle Bank, Executive has acquired and will continue to Convergent's acquire and make use of confidential information about the Seattle Bank and its business, and information relating to the Seattle Bank’s customers, such information constituting trade secrets as well as other confidential secrets. During the course of his employment with the Seattle Bank and thereafter, Executive shall keep secret and retain in strictest confidence, and shall not, without the prior written consent of the Employer, furnish, make available or proprietary informationdisclose to any third party (except in furtherance of the Seattle Bank’s business activities and for the sole benefit of the Employer) or use for the benefit of himself or any third party, any Confidential Information. As used in this Agreement, “Confidential Information” shall mean any information relating to the business or affairs of the Seattle Bank or its business, including but not limited to: personnel to information relating to financial statements, reports, models, data, business plans, operations, systems, regulatory matters, customer identities, potential customers, employees, suppliers, servicing methods, assets, programs, strategies and information, payroll informationanalyses, profit and loss statementsmargins, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and or other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other proprietary information developed or obtained used by the Company Seattle Bank in connection with its business; provided, however, that Confidential Information shall not include any information which is in the public domain or becomes known outside the Seattle Bank by persons who are not generally available associated with the Seattle Bank and do not have an obligation of confidentiality to the industry in which Company competes (hereinafter "Seattle Bank with respect to such information through no wrongful act on the part of Executive. Executive acknowledges that the Confidential Information")Information is vital, sensitive, confidential and proprietary to the Seattle Bank. Employee Executive further agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term on termination of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential at any time on request by the disclosing partyEmployer, whether in writing or orally, which information he shall be treated as "Confidential Information" for purposes deliver possession to the Seattle Bank of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationdocuments, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other partywritings, and (d) execute any further nondisclosure agreements as may be reasonably required by Company other things of every kind and description prepared or its affiliates acquired in connection with the Seattle Bank business or any customer at the Seattle Bank expense or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment or that contain the ServicesSeattle Bank proprietary information, and abide in including all respects by copies of the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightsame.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company’s and loss statements, budget statements its affiliates’ and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic planspredecessors’ operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed or obtained by and knowledge concerning the Company and its affiliates’ and predecessors’ business (collectively the “Confidential Information”). The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company; (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall inform the Company of such event within 24 hours of receiving notice of the court order, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use in any industry in which the Company does business (the “Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during his employment with the Company and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that As a consequence of the Participant’s employment by reason the Company, the Participant will be privy to the highest level of confidential and proprietary business information of the Company and its affiliates, not generally known by the public or within the industry and which, thereby, gives the Company and its affiliates a competitive advantage and which has been the subject of reasonable efforts by the Company and its affiliates to maintain such confidentiality. Except as required by law or as expressly authorized by the Company in furtherance of any employment he/she duties, the Participant shall not at any time, during the Participant’s employment with the Company or thereafter, directly or indirectly use, disclose, or take any action which may have access result in the use or disclosure of, any Confidential Information. “Confidential Information” as used in this Agreement, includes all non-public confidential competitive, pricing, marketing, proprietary and other information or materials relating or belonging to Convergent's trade secrets as well as other the Company or any of its affiliates (whether or not reduced to writing), including without limitation all confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier information furnished or vendor relationships, contract terms, and pricing and cost information, and other information developed disclosed to or otherwise obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, Participant in the course of the ServicesParticipant’s employment, and abide further includes without limitation: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; personnel information (including without limitation the identity of Company employees, their responsibilities, competence and abilities, and compensation); medical information about employees; pricing and nonpublic financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information that lawfully is or becomes generally and publicly known outside of the Company and its affiliates other than through the Participant’s breach of this Agreement or breach by any person of some other obligation. Nothing herein prohibits the Participant from disclosing Confidential Information as legally required pursuant to a validly issued subpoena or order of a court or administrative agency of competent jurisdiction, provided that the Participant shall first promptly notify the Company if the Participant receives a subpoena, court order or other order requiring any such disclosure, to allow the Company to seek protection therefrom in all respects by the terms advance of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightlegally compelled disclosure.

Confidential Information. Employee acknowledges that by reason In connection with entering into this Agreement, the Seller and the Seller Owner are fully aware of employment he/she all terms, conditions and covenants of this Agreement and in connection with their performance of their respective obligations hereunder, the Seller and/or the Seller Owner may have access to Convergent's become aware of or come into possession of confidential, proprietary, or trade secrets as well as other confidential or proprietary secret information, including but not limited whether disclosed, directly or indirectly, verbally, in writing or by any other means in tangible or intangible form, applicable to or in any way related to: personnel information(i) the present or future business of Buyer and its affiliates (including the Company after the Closing); or (ii) the research and development of Buyer and its affiliates (“Confidential Information”). Without limiting the generality of the foregoing, payroll informationConfidential Information shall include: (a) the development and operation of Buyer’s and its affiliates’ programs to provide services within their businesses, profit and loss statementsincluding information relating to budgeting, budget statements and projectionsstaffing needs, balance sheetsmarketing, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor hospital relationships, contract termssurgery center relationships, and pricing and cost informationphysician office relationships, equipment capabilities, and other information concerning such facilities and operations and specifically including the procedures and business plans developed by Buyer and its affiliates; (b) contractual arrangements between Buyer or obtained by its affiliates and insurers or managed care associations or other payors; (c) the Company databases of Buyer and its affiliates; and (d) other confidential information of Buyer and its affiliates that is not generally known to the public that gives Buyer and its affiliates the opportunity to obtain an advantage over competitors who do not know or use it, including the names, addresses, telephone numbers or special needs of any of their patients, their patient lists, their marketing methods and related data, lists or other written records used in Buyer’s or its affiliates’ business, compensation paid to employees and other terms of employment, accounting ledgers and financial statements, contracts and licenses, business systems, business plans and projections, and computer programs. The Parties agree that, as between them, the Confidential Information constitutes important, material, and confidential trade secrets that affect the successful conduct of Buyer’s and its affiliates’ business and their goodwill. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) was known by the Seller or the Seller Owner from a third party source before disclosure by or on behalf of Buyer, (ii) becomes available to the Seller, the Company and the Seller Owner from a source other than Buyer that is not bound by a duty of confidentiality to Buyer, or (iii) becomes generally available or known in the industry in which other than as a result of its disclosure by any of the Seller, Company competes (hereinafter "Confidential Information")or Seller Owner. Employee agrees that during From and after employmentthe Closing, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property include each of the owner and foregoing types of information that Employee shall: (a) maintain relate to the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightBusiness.

Confidential Information. Employee recognizes and acknowledges that by reason in the course of his/her employment hereunder, and during prior period of employment with the Company (if any), he/she may have access has occupied and will continue to Convergentoccupy a position of trust and confidence. As a consequence, it will be necessary for Employee to acquire information which could include for example, information in whole or in part concerning the Company's sales, sales volume, sales methods, sales proposals, identity of customers and prospective customers, amount or kind of customer's purchases from the Company, the Company's sources of supply, the Company's computer programs, system documentation, special hardware, products hardware, related software development, the Company's manuals, trade secrets as well as secrets, formulae, processes, methods, machines, compositions, ideas, development concepts, data and know-how, improvements, inventions or other confidential or proprietary informationinformation belonging to the Company or relating to the Company's affairs, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing the Company's manner of operation and/or its plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termspricing policies, and pricing all papers, resumes and cost information, and other records (including computer records) of documents containing information developed or obtained not disclosed by the Company that is not generally available was learned by Employee in the course of his/her employment with the Company (collectively referred to the industry in which Company competes (hereinafter herein as "Confidential Information"). Employee agrees recognizes and acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reasonis the Property of the Company, and that such information is specialized, unique in nature and of great value to the Company and that such information gives the Company a competitive advantage. Employee will alsofurther recognizes and acknowledges that Employee's use, upon misappropriation or disclosure of the Confidential Information would constitute a breach of trust and could cause irreparable injury to the Company. Additionally, Employee recognizes and acknowledges that it is essential to the protection to the Company's request, return all writings goodwill and other media containing to the maintenance of the Company's competitive position and that the Confidential Information in be kept secret. Consequently, Employee specifically agrees that Employee will not, except as may be required to perform his/her duties hereunder or as required by applicable law, without limitation and time until such information shall have become public other than by Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayunauthorized 4 disclosure, during disclose the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationto others, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the ownerInformation, (c) return whether directly or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining indirectly to the protection Employee's own advantage or the advantage of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightothers.

Confidential Information. Employee acknowledges that by reason For purposes of employment he/she may have access to Convergent's this Agreement, “Confidential Information” shall mean any and all information of a proprietary or confidential nature and trade secrets as well as other confidential or proprietary informationof Employer and the HRH Companies. Confidential information shall include, including but not be limited to: , such confidential information related to Employer’s plans, strategies and capabilities, personnel informationof the HRH Companies, payroll informationinformation about the Customers (as defined below) such as customer identities and lists, profit revenues from customers’ accounts, customer risk characteristics and loss statementsrequirements, budget statements key contact personnel, financial data and projectionsperformance, balance sheetspayroll, client informationpolicy expiration dates, Company policy terms, conditions and member rates, information about prospective customers, and information about the HRH Companies such as strategic plans, methods of soliciting business, documents, financial informationdata, marketing business plans and strategies, market research, client marketing programs and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other specialized insurance markets. Confidential information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that may be acquired from any source during and after Employee’s term of employment, he/she whether or not such information was expressly disclosed to Employee during the term of Employee’s employment; Employee acknowledges that, in the course of Employee’s employment hereunder, Employee will not directly or indirectly use or divulge such become acquainted and entrusted with Confidential Information for any reason. Employee will also, upon which is the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal lawexclusive property of Employer. Employee further acknowledges that (i) Employer and the HRH Companies derive actual and potential economic value from the Confidential Information not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (ii) Employer and the HRH Companies have expended and currently expend substantial effort to acquire Confidential Information, and expend substantial effort, and expect their employees to expend substantial effort, to maintain the secrecy of the Confidential Information. Employee mayagrees and covenants that Employee will safeguard the Confidential Information from exposure to, or appropriation by, unauthorized persons, either within or outside the employment of Employer or the HRH Companies, and that Employee will not, directly or indirectly, without the prior written consent of Employer during the term of this Agreement and any time in the three year period following termination of this Agreement, be exposed to certain information pertaining to divulge or provided by third parties, whether clients make any use of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment hereunder. Employee also agrees that nothing in this agreement shall be construed to limit or otherwise restrict Employer’s right to protect its trade secrets so long as they remain a trade secret under applicable law. Upon termination of Employee’s employment, Employee covenants to deliver to Employer all information and materials, including personal notes and reproductions, relating to the ServicesConfidential Information, the HRH Companies, and abide the Customers, which are in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, Employee’s possession or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightcontrol.

Confidential Information. Employee acknowledges recognizes that Employer’s Business and continued success depend upon the use and protection of confidential and proprietary business information, including, without limitation, the information and technology developed by reason or available through licenses to Employer related to its decision support and expert systems, to which Employee has access (all such information being “Confidential Information”). For purposes of employment he/she may have access to Convergent's trade secrets this Agreement, the phrase “Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specifically designated as well as other confidential or proprietary information, including but not limited toproprietary: personnel information, payroll information, profit all business plans and loss statements, budget statements marketing strategies; information concerning existing and projections, balance sheets, client information, Company prospective markets and member customers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer (including, marketing plans without limitation, skills and strategiescompensation information); and technical and non-technical data and information related to software programs, market researchdesigns, client specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that the phrase does not include information that (a) was lawfully in Employee’s possession prior to disclosure of such information by Employer; (b) was, or at any time becomes, available in the public domain other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier than through a violation of this Agreement; (c) is documented by Employee as having been developed by Employee outside the scope of Employee’s employment and independently; or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained (d) is furnished to Employee by the Company that is a third party not generally available under an obligation of confidentiality to the industry in which Company competes (hereinafter "Confidential Information")Employer. Employee agrees that during Employee’s employment and after employmenttermination of employment irrespective of cause, he/she Employee will use Confidential Information only for the benefit of Employer and will not directly or indirectly use or divulge such divulge, or permit others to use or divulge, any Confidential Information for any reason, except as authorized by Employer. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or ’s obligation under Employee's control to Convergent. These obligations are this Agreement is in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayagrees to deliver to Employer immediately upon termination of Employee’s employment, during the term of this Agreementor at any time Employer so requests, be exposed to certain information pertaining to all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided by third partiesto Employee, whether clients and any other documents or items of Company a confidential nature belonging to Employer), together with all copies of such material in Employee’s possession or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8control. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment with Employer, Employee will not violate in any way the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees rights that any writing, discovery, invention, innovation, entity has with regard to trade secrets or other product developed as part of proprietary or confidential information. Employee’s obligations under this Section (8) are indefinite in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates term and shall be treated as works for hire for purposes survive the termination of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightAgreement.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access to Convergentwith the Company, he will gain a close, personal and special influence with the Company's customers and will be acquainted with the Company's business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the Company's operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finances, customer names, prospects and customer lists, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, inventions, research and development, and other confidential information developed and knowledge (collectively, "Confidential Information") concerning the Company's business. The term "Confidential Information" shall not include information which (a) is or obtained by the Company that is not becomes generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term public through no violation of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) was available to Executive on a nonconfidential basis prior to disclosure to Executive by the Company, or (c) becomes available to Executive on a nonconfidential basis from a source other than the Company, provided that such source is not copybound by a confidentiality agreement with the Company. The Company agrees to provide such Confidential Information and/or training which the Company deems necessary or desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, publishand he agrees not to disclose such Confidential Information to anyone outside the Company. Executive further agrees that he will not during employment and/or at any time thereafter use such Confidential Information in competing, disclose directly or indirectly, with the Company. At such time as Executive shall cease to others be employed by the Company, he will immediately turn over to the Company all such Confidential Information including papers, documents, writings, electronically stored information, other property, and all copies of them provided to him during the course of his employment with the Company. During or use upon termination, for any reason, of Executive's employment with the Company, Executive shall sign a list acknowledging the Confidential Information except as expressly permitted by the owner, (c) return of which he has gained knowledge or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in information during the course of his employment with the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writingThe obligations of this Paragraph 5 shall continue beyond the termination of Executive's employment, discoveryregardless of the reason for such termination, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or binding upon Executive's assigns, executors, administrators, and other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightlegal representatives.

Confidential Information. Employee Executive acknowledges that in Executive’s employment hereunder Executive will occupy a position of trust and confidence. Executive shall not, except in the course of the good faith performance of Executive’s duties hereunder or as required by reason applicable law, without limitation in time or until such information shall have become public other than by Executive’s unauthorized disclosure, disclose to others or use, whether directly or indirectly, any Confidential Information (as hereinafter defined) regarding the Company. For purposes of this Agreement, “Confidential Information” shall mean information about the Company or its clients or customers that was learned by Executive in the course of Executive’s employment he/she may have access by the Employer, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and records (including computer records) of the documents containing such Confidential Information, but excludes information (i) which is in the public domain through no unauthorized act or omission of Executive; or (ii) which becomes available to Convergent's trade secrets Executive on a non-confidential basis from a source other than the Company without breach of such source’s confidentiality or non-disclosure obligations to the Company. Executive agrees to deliver or return to the Employer, at the Employer’s request at any time or upon termination or expiration of Executive’s employment or as well soon thereafter as possible, (i) all documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the Company or prepared by Executive during the term of Executive’s employment by the Employer and (ii) all notebooks and other confidential data relating to research or proprietary informationexperiments or other work conducted by Executive in the scope of such employment. Upon the date of termination of Executive’s employment hereunder, Executive shall, as soon as possible but no later than two (2) days after the date of termination, surrender to the Employer all Confidential Information in Executive’s possession and return to the Employer all Company property in Executive’s possession or control, including but not limited to: personnel information, payroll informationall paper records and documents, profit computer disks and loss statements, budget statements access cards and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition keys to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightfacilities.

Confidential Information. Employee The Executive recognizes and acknowledges that by reason of employment he/she may he will have access to Convergent's trade secrets as well as other certain confidential or and proprietary informationinformation about the Company, including but not limited to: personnel information, payroll information, profit its affiliates and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by parties with whom the Company that is not generally available to does business (collectively, the industry in which Company competes (hereinafter "Confidential Information"), (including, without limitation, trade secrets and other information regarding research, developments, inventions, product designs and specifications, know-how, prices, suppliers, customers, costs, strategies, financial and business prospects) and that such information constitutes valuable, special and unique property of the Company. Employee agrees The Executive acknowledges that during and after employment, he/she will not directly or indirectly use or divulge such the Confidential Information for any reason. Employee will also, upon the Company's request, return all writings is and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company. The Executive agrees that he will not at any time (whether during the Term or at any time thereafter) disclose the Confidential Information to anyone outside the Company, or utilize such Confidential Information for his own benefit or the benefit of any third parties without the prior written consent of the Company. The Executive agrees that the foregoing restrictions shall apply whether or not such information is marked "Confidential". The Company acknowledges that the term "Confidential Information" shall not include information (i) was known by the Executive prior to disclosure by or on behalf of the Company, its affiliates or parties with whom the Company does business, (ii) becomes available to the Executive from a source other than the Company, its affiliates or parties with whom the Company does business that is not bound by a duty of confidentiality to the Company, its affiliates or such other parties, or (iii) becomes generally available or known in the industry other than as a result of its disclosure by the Executive. In the event that the Executive becomes legally obligated to disclose any Confidential Information other than to the Company, he will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and the Executive will cooperate with and assist the Company in securing such protective order or other remedy. In the event that Employee shall: (a) maintain such protective order is not obtained, or that the confidentiality and secrecy Company waives compliance with the provisions of this Section to permit a particular disclosure, the Executive will furnish only that portion of the Confidential Information which he is legally required to disclose. The Executive further agrees that all memoranda, disks, files, notes, records or other documents which contain Confidential Information, (b) not whether in electronic form or hard copy, publish, disclose to others or use the Confidential Information except as expressly permitted and whether created by the ownerExecutive or others, (c) return which come into his possession, shall be and remain the exclusive property of the Company to be used by the Executive only in the performance of his obligations hereunder, and shall be delivered by him to the Company together with any copies thereof upon the termination of his employment hereunder or destroy all copies of Confidential Information at any other time upon the request of the other partyCompany. The Executive also agrees to execute such confidentiality agreements that the Board of Directors of the Company may adopt, and (d) execute any further nondisclosure agreements modify from time to time, as may a standard form to be reasonably required executed by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course employees of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee Executive acknowledges that: (i) the business of the Company and its Subsidiaries and affiliates is intensely competitive and that Executive's engagement by reason of employment he/she may the Company requires that Executive have access to Convergent's trade secrets as well as other and knowledge of confidential or proprietary informationinformation of the Company and its Subsidiaries and affiliates, including including, but not limited to: personnel information, payroll informationthe identify of customers, profit and loss statements, budget statements and projections, balance sheets, client information, the identity of the representatives of customers with whom the Company and member financial informationits Subsidiaries and affiliates have dealt, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained the kinds of services provided by the Company that is not generally available and its Subsidiaries and affiliates to customers and offered to be performed for potential customers, the industry manner in which Company competes such services are performed or offered to be performed, the service needs of actual or prospective customers, pricing information, information concerning the creation, acquisition or disposition of products and services, customer maintenance listings, computer software applications and other programs, personnel information and other trade secrets (hereinafter the "Confidential Information"). Employee agrees that during and after employment, he/she will not directly ; (ii) the direct or indirectly use or divulge indirect disclosure of such Confidential Information for to existing or potential competitors of the Company and its Subsidiaries and affiliates would place the Company and its Subsidiaries and affiliates at a competitive disadvantage and would do damage, monetary or otherwise, to the business of the Company and its Subsidiaries and affiliates; and (iii) the engaging by Executive in any reason. Employee will also, upon of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided activities prohibited by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 87 may constitute improper appropriation and/or use of such information and trade secrets. Employee agrees that all Notwithstanding the foregoing, Confidential Information shall remain the exclusive property not include information which (x) is or becomes part of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationpublic domain through a source other than Executive, (by) not copyis or becomes available to Executive from a source independent of the Company and its Subsidiaries and affiliates, publish, disclose to others or use (z) constitutes general industry knowledge possessed by Executive by virtue of Executive's employment with the Company. Executive expressly acknowledges the trade secret status of the Confidential Information except as expressly permitted by and that the owner, (c) return or destroy all copies of Confidential Information upon request constitutes a protectable business interest of the other partyCompany and its Subsidiaries and affiliates. Accordingly, the Company and (d) execute any further nondisclosure agreements Executive agree as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.follows:

Confidential Information. Employee understands and acknowledges that by reason during the course of employment he/she may with Company, Employee will have access to Convergent's trade secrets as well as and learn about confidential, secret, and proprietary documents, materials, data, and other confidential or proprietary information, in tangible and intangible form, of and relating to Company’s Business, including its existing and prospective customers, suppliers, and other associated third parties (“Confidential Information”). Employee further understands and acknowledges that this Confidential Information and Company’s ability to reserve it for the exclusive knowledge and use of Company is of great competitive importance and commercial value to Company, and that improper use or disclosure of the Confidential Information by Employee will cause irreparable harm to Company, for which remedies at law will not be adequate and may also cause Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties and civil damages or penalties. For purposes of this Agreement, Confidential Information includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: personnel informationbusiness processes, payroll informationpractices, profit and loss statementsmethods, budget statements and projectionspolicies, balance sheetsplans, client informationdocuments, Company and member financial informationresearch, marketing plans and operations, services, strategies, market researchagreements, client and other mailing listscontracts, annual operating planstransactions, Company strategic planspotential transactions, business transactionsnegotiations, pending negotiations, supplier know-how, trade secrets, applications, operating systems, pricing information, customer information and customer lists of Company and Company’s Business or vendor relationships, contract termsof any other person or entity that has entrusted information to Company in confidence. The Employee understands that the above list is not exhaustive, and pricing and cost information, and that Confidential Information also includes other information developed or obtained by the Company that is not generally available marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the industry context and circumstances in which Company competes (hereinafter "Confidential Information")the information is known or used. Employee understands and agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. developed by Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of Employee’s employment by Company shall be subject to the Services, terms and abide conditions of this Agreement as if Company furnished the same Confidential Information to Employee in all respects the first instance. Confidential Information shall not include information that is generally available to and known by the terms of any public, provided that such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining disclosure to the protection public is through no direct or indirect fault of copyrights Employee or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightperson(s) acting on Employee’s behalf.

Confidential Information. Employee Executive acknowledges that by reason in the course of his employment he/she may have access with the Company (and, if applicable, its predecessors), he has been allowed to Convergent's become, and will continue to be allowed to become, acquainted with the Company’s business affairs, information, trade secrets as well as secrets, and other matters which are of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit to the Company’s and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansits predecessors’ operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the “Confidential Information”) concerning the Company’s and its predecessors’ business. The Company agrees to provide on an ongoing basis such Confidential Information as the Company deems necessary or obtained desirable to aid Executive in the performance of his duties. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the “Hotel Industry”), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for any reason. Employee will alsoin competing, upon directly or indirectly, with the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control . At such time as Executive shall cease to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential employed by the disclosing partyCompany, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain he will immediately turn over to the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of Company all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in him during the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that by reason The relationship with ADC will be one of employment he/she may have access trust and confidence and there will be available to Convergent's You certain confidential and proprietary business and financial information, related trade secrets as well as other confidential and proprietary information of ADC which includes, but may not be limited to, the records and information of ADC dealing with income, investments, investment or proprietary development opportunities, customer or tenant lists, rent rolls, project lists, investor lists, investor identities, investment returns, business strategies, business methods, business practices, services, financial information, leasing information, access codes, business strategies, all information contained in or on the computer hard drives and/or servers of ADC, customer or tenant contact information including telephone numbers, addresses and e-mail information, business methods, marketing methods, and other items relative thereto (herein collectively and individually referred to as the “Confidential Information”). The Confidential Information is an extremely valuable and important asset of ADC and the unauthorized use of the Confidential Information would cause irreparable economic and business injury to ADC. You shall hold the Confidential Information in strict confidence and in trust for ADC and, except in the good faith performance of Your job duties for ADC, shall not disclose, use or otherwise communicate, provide or reveal in any manner whatsoever any of the Confidential Information to any person or entity without the prior written consent of ADC. Upon termination of employment, You shall return to ADC, without demand from ADC, any Confidential Information disclosed or provided to You, including, but not limited to: personnel information, payroll informationall originals, profit copies, reproductions, notes, facsimiles, samples, models and loss statementsproducts thereof, budget statements and projectionswhether, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier the same is in digital or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by document form. The return of the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain also include but not be limited to the return of all the following items to ADC immediately upon the termination of employment: automobile, keys, calculators, tapes, clipboards, computers, computer programs, documents, customer and tenant lists, addresses, telephone numbers, computer discs, notebooks, drawings, manuals, and such or all other recorded, written or printed materials and supplies relating to research or business of the ADC. The Confidential Information, regardless of form, is, and shall always remain, the sole and exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightADC.

Confidential Information. Employee acknowledges that by reason From and after the Closing, the Principal Owners and Seller, its shareholders, employees, officers, and directors shall keep secret and retain in strictest confidence, and shall not use for the benefit of employment he/she may have access itself or others, all confidential matters relating to Convergent's trade secrets as well as other confidential the Business or proprietary informationBuyer and its Affiliates, including including, but not limited to: personnel information, payroll information“know how”, profit trade secrets, customer lists, supplier lists, details of consultant and loss statementsemployment Contracts, budget statements and projectionspricing policies, balance sheets, client information, Company and member financial informationoperational methods, marketing plans and or strategies, market research, client and other mailing lists, annual operating plans, Company strategic product development techniques or plans, business transactionsacquisition plans, pending negotiationstechnical processes, supplier or vendor relationshipsdesigns and design projects, contract termsprocesses, inventions, software, source codes, object codes, systems documentation and research projects and other business affairs (“Confidential Information”), and pricing shall not disclose them to anyone outside of Buyer and cost informationits Affiliates; provided, and other however, this covenant shall not apply to any information developed which is or obtained by the Company that is not becomes generally available to the industry in which Company competes (hereinafter "Confidential Information")public other than as a result of disclosure by the Principal Owners or Seller or its respective Affiliates. Employee agrees that during The Principal Owners and after employment, he/she will not directly or indirectly use or divulge such Seller and its respective Affiliates may disclose Confidential Information if required to do so in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process; provided, that Seller and the Principal Owners (i) provides Buyer with prompt notice of such required disclosure so that Buyer may attempt to obtain a protective order, (ii) cooperates with Buyer, at Buyer’s expense, in obtaining such protective order, and (iii) only discloses that Confidential Information which it is absolutely required to disclose as advised by counsel. Notwithstanding anything to the contrary in this Section 8(d), the Principal Owners and Seller, its shareholders, employees, officers, and directors shall be free to use for any reason. Employee will also, upon purpose the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining residuals resulting from access to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by work with the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) provided that such party shall not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates pursuant to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companythis Agreement. Employee further agrees that any writingThe term “residuals” means information in intangible form (i.e., discovery, invention, innovation, not written or other product developed documentary form, including tape or disk), which is incidentally and unintentionally retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein and where the source of the Confidential Information has become remote (e.g., as part a result of the passage of time or in connection with the Servicesperson’s subsequent exposure to information of a similar nature from other sources) such that the person can no longer identify the Confidential Information’s confidential source; provided, however, that no license to any Company intellectual property is granted under this Section, this Section 8(d) will not supersede or alter any separate agreement between such party and the Company, unless that agreement is acknowledged to be expressly subject to this clause, and residuals do not include any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightProduct formulations.

Confidential Information. Employee acknowledges that by reason You represent and warrant You are not subject to or in breach of employment he/she may have access to Convergent's any non-disclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party, which relate to any information you may use in performing your duties for the Company or the observance of which would impair your ability to perform your duties for the Company. You agree that except in connection with your participation in Capstan, or made possible by that certain Asset and Stock Purchase Agreement by and between the Capstan and the Company You will not: (i) use, disclose or reverse engineer the Trade Secrets or the Confidential Information, except as well as other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained authorized by the Company that is not generally available to Company; (ii) during Your employment with the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employmentCompany, he/she will not directly or indirectly use or divulge such Confidential Information disclose (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by You during any former employment or for any reason. Employee will alsoother party, unless authorized in writing by the former employer or third party; or (iii) upon Your resignation or termination (a) except as provided in the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term following paragraph of this Agreement, retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in Your possession or control, or (b) destroy, delete or alter the Trade Secrets or Confidential Information without the Company’s consent. Notwithstanding anything to the contrary herein, you shall be exposed permitted to certain information pertaining keep copies of the Work Product listed on Exhibit C, required to or provided be maintained by third parties, whether clients certified actuaries as such requirements are set forth in the Actuarial Standards of Company or its affiliates or not, that is designated as confidential Practice established by the disclosing partyActuarial Standards Board from time to time. This provision in no way transfers ownership of the Work Product to you or diminishes your other obligations pursuant to this Section 7(A), whether in writing concerning the use, disclosure or orally, which information shall be treated as "reverse engineering of the Trade Secrets or the Confidential Information" for purposes of . The obligations under this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee 7A shall: (ai) maintain with regard to the confidentiality Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and secrecy of all (ii) with regard to the Confidential Information, (b) not copy, publish, disclose to others or use remain in effect during the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightRestricted Period.

Confidential Information. Employee acknowledges that the confidential information and data obtained by reason him during the course of employment he/she his performance under this Agreement concerning the business or affairs of Employer, or any entity related thereto are the property of Employer and will be confidential to Employer. Such confidential information may have access to Convergent's trade secrets as well as other confidential or proprietary informationinclude, including but is not limited to: personnel information, payroll informationspecifications, profit designs, and loss statementsprocesses, budget statements and projectionsproduct formulae, balance sheetsmanufacturing, client information, Company and member financial informationdistributing, marketing plans and strategiesor selling processes, market researchsystems, client and other mailing procedures, plans, know-how, services or material, trade secrets, devices (whether or not patented or patentable), customer or supplier lists, annual operating price lists, financial information including, without limitation, costs of materials, manufacturing processes and distribution costs, business plans, Company strategic plans, business transactions, pending negotiations, supplier prospects or vendor relationships, contract termsopportunities, and pricing software and cost informationdevelopment or research work, and other information developed but does not include Employee's general business or obtained by direct marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Employer and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) he will not copy, publish, disclose to others any unauthorized persons or use for his own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without Employer's written consent. Employee agrees to deliver to Employer at the ownertermination of his employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (cand copies thereof) return relating to the business of Employer, or destroy all copies of any entity related thereto, which he may then possess or have under his direct or indirect control. Notwithstanding any provision herein to the contrary, the Confidential Information upon request of shall specifically exclude information which is publicly available to Employee and others by proper means, readily ascertainable from public sources known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party, and (d) execute any further nondisclosure agreements as may information required to be reasonably required disclosed by Company or its affiliates or any customer or client of Company or its affiliates law provided Employee provides notice to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationEmployer to seek a protective order, or other product developed as part of or in connection information disclosed by Employee to his attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee The Executive recognizes and acknowledges that by reason the continued success of employment he/she may the Company Group depends upon the use and protection of a large body of confidential and proprietary information and that the Executive will have access to Convergent's trade secrets certain Confidential Information of the Company Group and corporations with which the Company Group does business, and that such Confidential Information constitutes valuable, special and unique property of the Company Group and such other corporations. “Confidential Information” will be interpreted to include all confidential information of any sort (whether merely remembered or embodied in a tangible or intangible form) that is (a) related to the Company Group’s (including any predecessor of any member thereof) current or potential business and (b) not generally or publicly known. Confidential Information includes, without limitation, the information, observations and data obtained by the Executive, while employed by the Company Group, concerning the business or affairs of the Company Group, including information concerning acquisition opportunities in or reasonably related to the Company Group’s business or industry, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment. Confidential Information does not include any general technical skills or general experience gained by the Executive during the Executive’s affiliation with the Company Group. The Executive agrees that he will use the Confidential Information only as well necessary in the performance of his duties hereunder. The Executive agrees that he will not disclose to any unauthorized Person or use for his own purposes (except as described in the immediately preceding sentence) any Confidential Information without the prior written consent of the Company Board, unless and to the extent that (i) the Confidential Information becomes generally known to and available for use by the public other confidential than as a result of the Executive’s acts or proprietary informationomissions or (ii) the Executive is ordered by a court of competent jurisdiction to disclose Confidential Information, provided that in such circumstance the Executive must (A) provide prompt written notice of such order to the Company and (B) cooperate with the Company when revealing such Confidential Information to such court. In addition, nothing in this Agreement shall prohibit the Executive from disclosing information and documents to the Executive’s attorney or tax adviser for the purpose of securing legal or tax advice, or disclosing the post-employment restrictions in this Agreement to any potential new employer; provided that, in each case, the Executive shall instruct such individuals to ensure the continued confidentiality and protection of the Confidential Information. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede the Executive (or any other individual) from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to: personnel informationto the Department of Justice, payroll informationthe Securities and Exchange Commission, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsthe Congress, and pricing any agency Inspector General, or making other disclosures under the whistleblower provisions of federal law or regulation. The Executive does not need the prior authorization of the Company to make any such reports or disclosures and cost information, and other information developed or obtained by the Executive shall not be required to notify the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly such reports or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightdisclosures have been made.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access to Convergent's A. THE COMPANY'S CONFIDENTIAL INFORMATION The COMPANY possesses certain trade secrets as well as and other confidential or proprietary informationinformation relating to the System, including but not limited to: personnel informationincluding, payroll informationwithout limitation, profit and loss statementsformats, budget statements and projectionsspecifications, balance sheetsstandards, client informationmethods, Company and member financial informationprocedures, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry knowledge of and experience in which Company competes operating Floridino's Restaurants (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she The COMPANY will not directly or indirectly use or divulge such disclose the Confidential Information for any reason. Employee will alsoto FRANCHISEE in providing FRANCHISEE training, upon in the Company's requestOperating Manual, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control guidance and assistance provided to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, FRANCHISEE during the term of this Agreementthe Franchise. FRANCHISEE acknowledges and agrees he will not acquire any interest in the Confidential Information other than the right to use it in the operation of the Restaurant during the term of the Franchise, be exposed and that the use or duplication of the Confidential Information in any other business would constitute unfair competition. FRANCHISEE acknowledges and agrees that the Confidential Information is proprietary to certain information pertaining the COMPANY and is disclosed to or provided by third partiesFRANCHISEE solely on the condition that FRANCHISEE agrees, whether clients of Company or its affiliates or notand FRANCHISEE does hereby agree, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: he will (a) maintain the confidentiality and secrecy of all Confidential Information, (bi) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted in any other business or capacity; (ii) maintain the absolute confidentiality of the Confidential Information during and after the term of the Franchise; (iii) not make unauthorized copies of any portion of the Confidential Information disclosed in written form; and (iv) adopt and implement all reasonable procedures required from time to time by the owner, (c) return COMPANY to prevent unauthorized use or destroy all copies of Confidential Information upon request disclosure of the other partyConfidential Information, including, without limitation, restrictions on disclosure thereof to FRANCHISEE's employees and (d) execute any further the use of nondisclosure and noncompetition clauses in employment agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which with such employees if the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCOMPANY so directs.

Confidential Information. To the maximum extent permitted by law, Employee acknowledges that shall not, without the Company’s written consent by reason an authorized representative, at any time prior or subsequent to the execution of this Release, disclose, use, remove or copy any Confidential Information, trade secret or proprietary information he or she acquired during the course of his or her employment he/she may have access to Convergent's by the Company. “Confidential Information,” for purposes of this Agreement, includes any information not previously published or generally in the public domain. Confidential Information, trade secrets as well as and proprietary information includes without limitation, any technical, actuarial, economic, financial, procurement, provider, enrollee, customer, underwriting, contractual, managerial, marketing or other confidential information of any type regarding the business in which the Company is engaged, but not including any previously published information or proprietary other information generally in the public domain. Employee also agrees that he or she shall not without the Company’s written consent by an authorized representative, directly or indirectly use the Company’s trade secret information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing to customer lists, annual operating plans, Company strategic plans, to solicit business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by of any customers of the Company that is not generally available to (other than on behalf of the industry in which Company competes (hereinafter "Confidential Information"Company). Employee acknowledges and agrees that any “Invention,” including without limitation, any developments or discoveries by Employee during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, his or other product developed as part of or in connection her employment with the ServicesCompany through the date of execution of this Release resulting in patents, and any work materials relating to themlists of customers, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights trade secrets, specialized know-how or other intellectual property rightsuseful in the then-current business of the Company and any original works of authority are the property of the Company and shall be used for the sole benefit of the Company. Nothing in If not previously assigned to the Company, Employee hereby assigns ownership of any and all Inventions to the Company, provided, however, that the provisions of this Agreement constitutes any grant requiring assignment of license or assignment with respect Inventions to the Company do not apply to any Confidential Information or any trademarkinvention which qualifies fully under the provisions of California Labor Code section 2870, copyright, patent or other intellectual property right.which provides as follows:

Confidential Information. Employee acknowledges that No Seller nor any Member shall at any time subsequent to the Closing, except as explicitly requested by reason Buyer, use for any purpose, disclose to any person, or keep or make copies of employment he/she may documents, tapes, discs, programs or other information storage media (“records”) containing, any confidential information concerning the Business, the Purchased Assets, or the Assumed Liabilities, all such information being deemed to be transferred to the Buyer hereunder. For purposes hereof, “confidential information” shall mean and include, without limitation, all Intellectual Property in which Sellers have access to Convergent's trade secrets as well as other confidential or proprietary an interest, all customer and vendor lists and related information, including but not limited to: personnel informationall information concerning Sellers’ processes, payroll informationproducts, profit and loss statementscosts, budget statements and projectionsprices, balance sheets, client information, Company and member financial informationsales, marketing plans and strategiesdistribution methods, market researchproperties and assets, client liabilities, finances, employees, all privileged communications and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termswork product, and pricing and cost information, and any other information developed not previously disclosed to the public directly by Sellers. The foregoing provisions shall not apply to any information which is an “Excluded Asset” as defined in Section 1.2, or obtained by which relates solely to one or more Excluded Assets. If at any time after Closing any Seller or any Member should discover that it is in possession of any records containing the Company that is not generally confidential information of Buyer, then the party making such discovery shall immediately turn such records over to Buyer, which shall upon request make available to the industry in surrendering party any information contained therein which Company competes (hereinafter "Confidential Information")is not confidential information. Employee agrees Each Seller and each Member severally agree that during and after employment, he/she they will not directly assert a waiver or indirectly use loss of confidential or divulge privileged status of the information based upon such Confidential Information for any reasonpossession or discovery. Employee will alsoSellers hereby consent to Buyer’s consultation with legal, upon the Company's request, return all writings accounting and other media containing Confidential Information in Employee's possession professional advisors to Sellers concerning advice rendered to Sellers prior to the Closing regarding the Business, the Purchased Assets or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee maythe Assumed Liabilities, during excluding, however, the term negotiation and drafting of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by Agreement and the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righttransactions entered into pursuant hereto.

Confidential Information. Employee acknowledges that by reason The Franchisor possesses certain proprietary confidential information consisting of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary the methods, techniques, formats, specifications, procedures, information, including but not limited to: personnel informationsystems, payroll informationmethods of business management, profit sales and loss statements, budget statements promotion techniques and projections, balance sheets, client information, Company knowledge of and member financial information, marketing plans experience in the operation and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by franchising of PAK MAIL Centers (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that The Franchisor shall disclose the Confidential Information to the Marketer in the training program, the System Manual and in guidance furnished to the AD during and after employment, he/she the term hereof. The Marketer will not directly or indirectly use or divulge such acquire any interest in the Confidential Information for any reason. Employee will alsoInformation, upon other than the Companyright to utilize it in the Territory in the execution of the Marketer's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, duties hereunder during the term of this Agreement, be exposed to certain information pertaining to and the Marketer acknowledges that the use or provided by third parties, whether clients duplication of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether Confidential Information in writing or orally, which information shall be treated as "Confidential Information" for purposes any other business venture would constitute an unfair method of this Section 8competition. Employee The Marketer acknowledges and agrees that all the Confidential Information shall remain the exclusive property is proprietary, includes trade secrets of the owner Franchisor and is disclosed to the Marketer solely on the condition that Employee shallthe Marketer agrees, and the Marketer (and its shareholders, officers, directors, partners, members, managers and equivalents if the Marketer is an entity) does hereby agree that the Marketer: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) shall not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by in any other business or capacity; (b) shall maintain the owner, absolute confidentiality of the Confidential Information during and for two years after the term of this Agreement; (c) return or destroy all shall not make unauthorized copies of any portion of the Confidential Information upon request of the disclosed in written or other party, tangible form; and (d) execute any further nondisclosure agreements as may be reasonably required shall adopt and implement all reasonable procedures prescribed from time to time by Company the Franchisor to prevent unauthorized use or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course disclosure of the ServicesConfidential Information. The Marketer agrees that the Franchisor shall have the perpetual right to use and authorize other PAK MAIL Center Franchisees and area marketers to use, and abide in the Marketer shall fully and promptly disclose to the Franchisor, all respects ideas, concepts, methods and techniques relating to the development and/or operation of a PAK MAIL Center or the Marketer's activities howsoever conceived or developed by the terms Marketer and/or its employees and/or the franchised PAK MAIL Centers serviced by the Marketer during the term of this Agreement. The Marketer acknowledges that any such nondisclosure agreements which bind Company. Employee further agrees that any writingideas, discoveryconcepts, invention, innovation, or other product developed as part of or in connection with the Services, methods and any work materials relating to them, techniques shall be the property of Company the Franchisor and the Franchisor may utilize or its affiliates and shall be treated as works for hire for purposes of any laws pertaining disclose such information to the protection of copyrights Franchisees or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect agents as it determines to any Confidential Information or any trademark, copyright, patent or other intellectual property rightbe appropriate.

Confidential Information. Employee acknowledges that by reason of employment he/she may have access For purposes hereof, “Confidential Information” shall mean any information about or related to Convergent's trade secrets as well as other confidential the Company or proprietary informationany affiliated entity (including, including but not limited to: , National American University Holdings, Inc. and National American University) (hereinafter, collectively referred to as the “Affiliates”) or any of their employees, contractors, directors, representatives, suppliers, vendors, members, customers, students, or other third parties or entities with whom the Company or the Affiliates do business which Executive learns or develops during the time Executive is employed with the Company that derives independent economic value from being not generally known or readily ascertainable by other persons who could obtain economic value from its disclosure or use, including, but not limited to, trade secrets, Inventions as defined in Section 8 below, financial information, personnel information, payroll informationand information relating to such matters as existing or contemplated products, services, insurance arrangements, profit and loss statementsmargins, budget statements and projectionsfee schedules, balance sheetspricing, client informationdesign, Company and member financial informationprocesses, formulae, business plans, sales techniques, marketing plans techniques, training manuals and strategiesmaterials, market researchpolicies or practices related to business, client personnel or other matters, computer databases, computer programs, software and other mailing technology, customer lists, annual operating plansmember lists, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsstudent lists, and pricing and cost preferences or requirements, vendor lists, or supply information. Any information disclosed to Executive or to which Executive has access during the time of Executive’s employment that Executive reasonably considers to be Confidential Information, and other information developed or obtained by which the Company that is not generally available to or any of the industry in which Company competes (hereinafter "Affiliates treat as Confidential Information"), will be presumed Confidential Information. Employee Executive agrees that during and after employment, he/she will not to directly or indirectly use or divulge such disclose any Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and benefit of anyone other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, than the Company either during the term course of this Agreementemployment or after the termination of employment, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property regardless of the owner and reason for such termination. Executive recognizes that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information constitutes a valuable asset of the Company and hereby agrees to act in such a manner as to prevent its disclosure and use by any person unless such use is for the benefit of the Company. Executive’s obligations under this Section are unconditional and shall not be excused by any conduct on the part of the Company, except as expressly permitted prior voluntary disclosure by the owner, (c) return or destroy all copies of Confidential Information upon request Company of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightinformation.

Confidential Information. Employee acknowledges that by reason The Company (and, if applicable, its predecessors) shall provide Executive with, and Executive shall become acquainted with, information related to the business affairs, trade secrets, and other matters of employment he/she may have access to Convergent's trade secrets as well as other the Company and its subsidiaries which is of a proprietary or confidential or proprietary informationnature, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansto the operations, business transactionsopportunities, pending negotiations, supplier or vendor relationships, contract terms, and pricing price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information developed and knowledge (collectively the "Confidential Information") concerning the business of the Company, its predecessors and their respective subsidiaries. Executive understands and acknowledges that such Confidential Information is confidential, and he agrees not to disclose such Confidential Information to anyone outside the Company except to the extent that (i) Executive deems such disclosure or obtained use reasonably necessary or appropriate in connection with performing his duties on behalf of the Company, (ii) Executive is required by order of a court of competent jurisdiction (by subpoena or similar process), governmental agency, or similar tribunal, to disclose or discuss any Confidential Information, provided that in such case, Executive shall promptly inform the Company of such event, shall cooperate with the Company in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and available for use by the Company that is not hotel and hospitality industry (the "Hotel Industry"), other than as a result of any action or inaction by Executive; or (iv) such information has been rightfully received by a member of the Hotel Industry or has been published in a form generally available to the industry in which Company competes (hereinafter "Confidential Information")Hotel Industry prior to the date Executive proposes to disclose or use such information. Employee Executive further agrees that during and after employment, he/she he will not directly or indirectly during employment and/or at any time thereafter use or divulge such Confidential Information for in competing, directly or indirectly, with the Company or any reasonof its subsidiaries. Employee will also, upon At such time as Executive shall cease to be employed by the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control if the Company terminates the Agreement pursuant to Convergent. These obligations are in addition Paragraph 18, Executive will immediately turn over to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copyincluding papers, publishdocuments, disclose to others or use the Confidential Information except as expressly permitted by the ownerwritings, (c) return or destroy electronically stored information, other property, and all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required them provided to or created by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righthim.

Confidential Information. Employee (a) Executive acknowledges that by reason of employment he/she the Company and its Company Affiliates continually develop trade secrets and Confidential Information (as defined in Section 12 below), that the Executive may have access to Convergent's in the past and may in the future develop trade secrets as well as other confidential and/or Confidential Information for the Company or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, its Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsAffiliates, and pricing that the Executive may learn of trade secrets and cost information, and other Confidential Information during the course of employment. Executive acknowledges that the information developed obtained or obtained created by him while employed by the Company that is not generally available to or any Company Affiliate concerning the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly business or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon affairs of the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that any Company Affiliate of the Company is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company or such Company Affiliate. The Executive shall comply with the policies and procedures of the Company and its Company Affiliates for protecting trade secrets and Confidential Information. For purposes of this Agreement, the term “Confidential Information” does not include information that Employee shall: Executive can demonstrate (a) maintain was in Executive’s possession prior to Executive’s initial employment with the Company or any Company Affiliate, provided that such information is not subject to another confidentiality and secrecy agreement with, or other obligation of all Confidential Informationconfidentiality to, the Company or any other party, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted is generally known by the ownerpublic and became generally known by the public other than as a result of any act by the Executive, or (c) return became available to Executive on a non-confidential basis from a third party, provided that such third party is not known by Executive to be bound by a confidentiality agreement with, or destroy all copies other obligation of secrecy to, the Company or another party or is not otherwise prohibited from providing such information to Executive by a contractual, legal or fiduciary obligation. Executive agrees that Executive will not disclose trade secrets or Confidential Information upon request to any person (other than employees of the Company or any of its Company Affiliates or any other partyperson expressly authorized by an appropriate officer of the Company to receive trade secrets or Confidential Information). Executive shall not use for Executive’s own account trade secrets or any Confidential Information, and (d) execute any further nondisclosure agreements as may be reasonably required by other than for a legitimate business purpose for the Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, Affiliates. The Executive acknowledges and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in Executive’s obligations under this Agreement constitutes any grant of license or assignment with respect to any trade secrets shall remain in effect for as long as such information shall remain a trade secret under applicable law, and that the Executive’s obligations with regard to Confidential Information or any trademarkshall remain in effect while employed by the Company and for three years after the Separation Date, copyright, patent or other intellectual property rightregardless of the reason for termination of employment.

Confidential Information. Employee acknowledges You acknowledge and agree that by reason of employment he/she may in connection with your services rendered hereunder, you shall have access to Convergent's trade secrets as well as confidential and proprietary information of the Company, its affiliates and other confidential third parties who have entrusted the Company with such information (“Confidential Information”) and that you shall maintain the Confidential Information in the strictest of confidence and shall not use (except in furtherance of your services hereunder) or proprietary disclose any Confidential Information, directly or indirectly, in whole or in part, to any third person. Confidential Information shall include, the non public information, including but not limited to: personnel informationtrade secrets, payroll informationideas, profit and loss statementsformulae, budget statements and projectionstechnical data, balance sheets, client information, Company and member financial information, marketing plans employee benefit plans, supplier, customer, and strategiesdistributor identities and arrangements, market researchcorporate practices, client procedures and other mailing listsdata owned or used by it, annual operating planswhich, Company strategic planstogether with all photographs, business transactionscopies, pending negotiationsreproductions, supplier extractions, tracings, outlines, paraphrasing, bulletins, memoranda, manuals, records, summaries, letters, books and notes in which the same may be embodied, that is owned, used, obtained or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained maintained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates which provides an advantage over competitors who do not know or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "use Confidential Information" for purposes . You shall have the right to disclose Confidential Information in the proper conduct of this Section 8the Company’s business; and to your accountants or attorneys in the normal course of your financial and tax planning, or to the extent necessary to comply with law or valid order of a court or governmental agency of competent jurisdiction, in which event you shall so notify Company as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: not include (a) maintain information which is in the confidentiality and secrecy of all Confidential Information, public domain from a source other than if it was received pursuant to this Agreement; or (b) not copy, publish, information approved for release by written authorization of the Company; or (c) information which you rightfully acquire from a third party having a right to disclose the same; or (d) information rightfully known to others or use you prior to receipt of the Confidential Information except as expressly permitted from the Company; or (e) information developed by you without the owner, (c) return use or destroy all copies of Confidential Information upon request of the other party, and (d) execute reliance on any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or the use of any trademarkcompany equipment, copyright, patent tools or other intellectual property rightassets.

Confidential Information. Employee Contractor acknowledges that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential it and its employees, agents, or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee subcontractors may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of performing the ServicesServices under this Contract, be exposed to or acquire information that is confidential to Agency or Agency’s clients. Any and all information of any form obtained by Contractor or its employees, agents, or subcontractors in the performance of this Contract is deemed to be confidential information of Agency (“Confidential Information”). Contractor shall treat any reports or other documents or items (including software) that result from the use of the Confidential Information in the same manner as the Confidential Information. Confidential Information does not to include information that (i) is or becomes (other than by disclosure by Contractor) publicly known; (ii) is furnished by Agency to others without restrictions similar to those imposed by this Contract; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Contract; (iv) is obtained from a source other than Agency without the obligation of confidentiality, (v) is disclosed with the written consent of Agency, or; (vi) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. Non-Disclosure. Contractor, its employees, agents, and abide subcontractors shall hold Confidential Information in all respects by confidence, using the highest standard of care applicable, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties (other than its authorized subcontractors), or use Confidential Information for any purposes whatsoever other than the provision of Services to Agency hereunder, and shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Agency immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Contract, and Contractor will at its expense cooperate with Agency in seeking injunctive or other equitable relief in the name of Agency or Contractor against any such nondisclosure agreements which bind Companyperson. Employee further agrees that Contractor shall not at any writingtime during or after the term of this Contract, discoveryexcept as directed by Agency, inventiondisclose, innovationdirectly or indirectly, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information to any person, except in accordance with this Contract, and that upon termination of this Contract or any trademarkat Agency’s request, copyrightContractor shall deliver to Agency all documents, patent or papers, and other intellectual property rightmatter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing and unless otherwise specified in this Contract, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of performance of the Services.

Confidential Information. Employee During the course of Executive’s employment with the Company, the Company agrees to give Executive Confidential Information (as defined below) to which Executive did not previously have access. This Confidential Information is vital to the Company’s and the Company’s affiliates’ continued ability to compete in the industry and thus is critical to its continued profitability. The Executive acknowledges that by reason the Executive’s services will be unique, that they will involve the development of employment he/she may have access to Convergent's trade secrets Company-subsidized relationships with key customers, suppliers, and service providers as well as other with key Company employees and that the Executive’s work for the Company will give the Executive access to Confidential Information (as defined below). The Executive further acknowledges that all Confidential Information is of a confidential or and proprietary information, including but not limited to: personnel information, payroll information, profit character and loss statements, budget statements and projections, balance sheets, client information, of great value to the Company and member financial informationits subsidiaries and affiliates. “Confidential Information” as used in this Agreement means information regarding the Company, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsits subsidiaries, and pricing and cost information, and other information developed or obtained by the Company its affiliates that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly public or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon competitors of the Company's request, return all writings its subsidiaries, and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee mayaffiliates, during including without limit (a) trade secrets and confidential marketing, sales, product research and development, engineering, technical, and design, financial, and business process information of the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by subsidiaries and (b) other data and information which it would be impracticable for the disclosing party, whether Company to effectively protect and preserve in writing or orally, which information shall be treated as "Confidential Information" for purposes the absence of this Section 85 and the disclosure or misappropriation of which could materially adversely affect the Company. Employee agrees that all As time passes, the Company will give Executive access to newly created Confidential Information shall Information. Further, though Executive may from time to time assist the Company in developing such Confidential Information, it will remain the exclusive sole property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Company. All this Confidential Information except as expressly permitted by is important because, among other things, it is unknown to the ownerCompany’s competitors, (c) return or destroy all copies of thus they are unable to use it to compete with the Company. Accordingly, this Confidential Information upon request of creates a competitive advantage for the other partyCompany and is economically valuable. The Company only agrees to give Executive this highly valuable Confidential Information in reliance on Executive’s promise not to use or disclose it as set forth below. Accordingly, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client a material condition of Company or its affiliates to which this Agreement, the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.Executive agrees:

Confidential Information. Employee acknowledges The Customer and Carbon+Alt+Delete will cooperate within the framework of the Agreement. During this collaboration, the Customer and Carbon+Alt+Delete will exchange confidential information, such as technical, operational, financial or business information of the Customer, clients of the Customer and/or Carbon+Alt+Delete. Confidential information is information that is identified as such or that by reason its nature should be regarded as such. Confidential information can be shared in both directions, with the disclosing party providing information to the receiving party. The following information is not considered Confidential Information: (i) information that is publicly known or becomes publicly available through no fault of employment he/she may have access to Convergent's trade secrets as well as other confidential the receiving party; or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other (ii) information developed or obtained by the Company that is not generally available receiving party through a third person without violating any obligation of confidentiality to the industry in which Company competes anyone; or (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain iii) information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential made public without reservation by the disclosing party; or (iv) information that is required to be disclosed pursuant to a government order or pursuant to the application of law, whether provided that the receiving party notifies the disclosing party immediately. Personal data, even if it can be considered confidential information, is managed in writing or orally, which information shall be treated as "Confidential Information" for purposes line with the provisions of this Section 8the respective article. Employee agrees that all The Customer and Carbon+Alt+Delete undertake to treat the Confidential Information shall remain in strict confidence and in particular not to disclose it to third parties unless the exclusive property prior written consent of the owner disclosing party has been obtained. The Customer and that Employee shall: (a) maintain Carbon+Alt+Delete will only disclose the Confidential Information to their employees and collaborators insofar as this is strictly necessary for the execution of the Agreement and insofar as their employees or collaborators have signed a confidentiality agreement. The Customer and secrecy of all Confidential Information, (b) Carbon+Alt+Delete will not copy, publish, disclose to others or use the Confidential Information for themselves or for the benefit of third parties except as expressly permitted by for the ownerperformance of the Agreement. If the Customer removes a Company Account of one of its clients, (c) return or destroy all copies of Carbon+Alt+Delete shall remove the Confidential Information upon request related to this Company Account from its databases. If the Agreement ends, Carbon+Alt+Delete shall remove all Confidential Information related to the Company Accounts of the other partyClient from its databases. This article does not refrain Carbon+Alt+Delete from using anonymized data from Customers, Expert Users, Company Accounts and (d) execute any Company Accounts Users to further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which improve the Services apply, in the course of the Services, Software Platform and abide in all respects by the terms of any such nondisclosure agreements which bind Companydevelop new features. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.Article 17: Data processing

Confidential Information. Employee The Executive acknowledges that by reason in his employment hereunder, and during prior periods of employment he/she with the Company and/or its subsidiaries, he has occupied and will continue to occupy a position of trust and confidence. The Executive shall not, except as may be required to perform his duties hereunder or as required by applicable law, until the expiration of the applicable periods described in Section 10(b) or until such information shall have access to Convergent's trade secrets as well as become public other confidential or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained than by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the CompanyExecutive's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publishunauthorized disclosure, disclose to others or use the use, whether directly or indirectly, any Confidential Information except as expressly permitted regarding the Company, its subsidiaries and affiliates. "Confidential Information" shall mean information about the Company, its subsidiaries and affiliates, and their respective clients and customers that is not publicly disclosed by the owner, (c) return Company or destroy all copies of Confidential Information upon request otherwise generally available to members of the other party, public seeking such information and (d) execute any further nondisclosure agreements as may be reasonably required that was learned by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, Executive in the course of his employment by the ServicesCompany, its subsidiaries and affiliates, including (without limitation) any proprietary knowledge, trade secrets, data, formulae, information and client and customer lists and all papers, resumes, and abide records (including computer records) of the documents containing such Confidential Information. The Executive acknowledges that such Confidential Information is specialized, unique in nature and of great value to the Company, its subsidiaries and affiliates, and that such information gives the Company, its subsidiaries and affiliates a competitive advantage. The Executive agrees to deliver or return to the Company, at the Company's request at any time or upon termination or expiration of his employment or as soon thereafter as possible, all respects documents, computer tapes and disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by the terms Company, its subsidiaries or affiliates or prepared by the Executive during the term of his employment by the Company, its subsidiaries and affiliates. In the event that the Executive engages in any conduct proscribed by this Section 11, the Executive agrees to repay any lump-sum severance amount received pursuant to Section 5 of this Agreement (but not any Escrow Balance received), and all outstanding stock options held by the Executive shall expire as of the date of the Executive's commencement of such nondisclosure agreements which bind Companyproscribed conduct. Employee It is further agrees expressly agreed that the Company will or would suffer irreparable injury if Executive were to disclose or threaten to disclose Confidential Information regarding the Company or any writingsubsidiary or affiliate in violation of this Agreement or otherwise fail to comply with the provisions of this Section 11, discoveryand that the Company would, invention, innovation, by reason of such disclosure or threatened disclosure or other product developed as part failure to comply, be entitled to preliminary or permanent injunctive relief in a court of appropriate jurisdiction, and Executive further consents and stipulates to the entry of such preliminary or permanent injunctive relief in connection such a court prohibiting Executive from disclosing Confidential Information in violation of this Agreement or otherwise requiring Executive to comply with the Services, and any work materials relating to them, shall be the property provisions of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightSection 11 upon an appropriate finding by such court that Executive has violated this Section 11.

Confidential Information. Employee acknowledges that by reason In the course of the Executive’s employment he/she may with the Company, he will acquire and have access to Convergent's trade secrets as well as other confidential or proprietary informationinformation about the Company and/or its clients, including but not limited to: personnel , trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its clients, client contacts, client preferences, creative policies and ideas, advertising campaigns, creative and media materials, graphic design materials, sales promotions and campaigns, sales presentation materials, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Company and information about or received from clients and other companies with which the Company does business. The foregoing shall be collectively referred to as “confidential information”. The Executive is aware that the confidential information is not readily available to the public and accordingly, the Executive also agrees that he will not at any time (whether during the Term or after termination of this Agreement) disclose to anyone (other than his counsel in the course of a dispute arising from the alleged disclosure of confidential information or as required by law) any confidential information, payroll or utilize such confidential information for his own benefit, or for the benefit of third parties. The Executive agrees that the foregoing restrictions shall apply whether or not any such information is marked “confidential” and regardless of the form of the information, profit and loss statements, budget statements and projections, balance sheets, client . The term “confidential information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier ” does not include information which (i) is or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not becomes generally available to the industry in public other than by breach of this provision or (ii) the Executive learns from a third party who is not under an obligation of confidence to the Company or a client of the Company. In the event that the Executive becomes legally required to disclose any confidential information, he will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 8(b) to permit a particular disclosure. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this Section 8(b) to permit a particular disclosure, the Executive will furnish only that portion of the confidential information which he is legally required to disclose and, at the Company’s expense, will cooperate with the efforts of the Company competes (hereinafter "Confidential Information")to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information. Employee The Executive further agrees that during and after employmentall memoranda, he/she will not directly disks, files, notes, records or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing partydocuments, whether in writing electronic form or orallyhard copy (collectively, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of “material”) compiled by him or made available to him during his employment with the owner and that Employee shall: Company (a) maintain whether or not the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others material constitutes or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other partycontains confidential information), and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to themperformance of his duties hereunder, shall be the property of the Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining delivered to the protection Company on the termination of copyrights the Executive’s employment with the Company or at any other intellectual property rightstime upon request. Except in connection with the Executive’s employment with the Company, the Executive agrees that he will not make or retain copies or excerpts of the material, provided that the Executive shall be entitled to retain his personal files. Nothing in this Agreement constitutes shall prohibit or impede the Executive from communicating, cooperating or filing a complaint with any grant of license U.S. federal, state or assignment local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any Confidential Information U.S. federal, state or local law or regulation, or otherwise making disclosures to any trademarkGovernmental Entity, copyrightin each case, patent that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law. The Executive understands and acknowledges that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) in a complaint or other intellectual property rightdocument filed in a lawsuit or other proceeding, if such filing is made under seal. The Executive understands and acknowledges further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. For purposes of this Agreement, each of the foregoing communications or disclosures is a “Protected Disclosure”. The Executive does not need to give prior notice to (or get authorization from) the Company regarding any Protected Disclosure. Except as otherwise provided in this Section 8(b) or under applicable law, notwithstanding the foregoing, under no circumstance will the Executive be authorized to disclose any information covered by attorney- client privilege or attorney work product of the Company, or the Company’s trade secrets, without prior written consent of the Company’s General Counsel or other officer designated by the Company.

Confidential Information. Employee acknowledges Executive further agrees that by reason of employment he/she he will not, except as the Company may have access otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to Convergent's trade secrets as well as other confidential any third party any Confidential Information or proprietary information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by of the Company that is not generally available or any of its subsidiaries, or authorize anyone else to do these things at any time either during or subsequent to his employment with the industry Company. This Section 5.7 shall continue in which Company competes (hereinafter "Confidential Information"). Employee agrees that during full force and effect after termination of Executive’s employment and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term termination of this Agreement, . Executive shall continue to be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use obligated under the Confidential Information except as expressly permitted by the owner, (c) return Section of this Agreement not to use or destroy all copies of to disclose Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements Company so long as may it shall not be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Companywidely publicly available. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in Executive’s obligations under this Agreement constitutes any grant of license or assignment Section 5.7 with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes widely publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company includes, without limitation, matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company or any trademarkof its subsidiaries. Confidential Information is defined to include, copyrightwithout limitation, patent information: (1) disclosed to or other intellectual property rightknown by Executive as a consequence of or through his employment with the Company or any of its subsidiaries; (2) not widely and generally known outside the Company and its subsidiaries; and (3) which relates to any aspect of the Company, any of its subsidiaries or any of their respective businesses, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s or any of its subsidiaries’ trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company or any of its subsidiaries, investments made by the Company or any of its subsidiaries, and any information provided to the Company or any of its subsidiaries by a third party under restrictions against disclosure or use by the Company or others.

Confidential Information. Employee Xx. Xxxxxx acknowledges and agrees that by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationthe customers, including but not limited to: personnel informationbusiness connections, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing customer lists, annual operating plansprocedures, Company strategic plansoperations, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationtechniques, and other aspects of and information developed or obtained by about the business of the Company that is not generally available to and its Subsidiaries (the industry in which Company competes (hereinafter "Confidential Information")) are established at great expense and protected as confidential information and provides the Company and its Subsidiaries with a substantial competitive advantage in conducting their business. Employee Xx. Xxxxxx further acknowledges and agrees that by virtue of her past employment with the Company, and by virtue of her employment with the Company, she has had access to and will have access to, and has been entrusted with and will be entrusted with, Confidential Information, and that the Company would suffer great loss and injury if Xx. Xxxxxx would disclose this information or use it in a manner not specifically authorized by the Company. Therefore, Xx. Xxxxxx agrees that during the Employment Period and after employmentfor three years thereafter, he/she will not not, directly or indirectly indirectly, either individually or as an employee, agent, partner, shareholder, owner trustee, beneficiary, co-venturer distributor, consultant or in any other capacity, use or divulge disclose or cause to be used or disclosed any Confidential Information, unless and to the extent that any such information (a) becomes generally known to and available for use by the public other than as a result of Xx. Xxxxxx'x acts or omissions or (b) is legally required to be disclosed (by oral questions, deposition, interrogatory, request for information or documents, subpoena, civil investigative demand or similar process); provided, that to the extent practicable Xx. Xxxxxx shall provide the Company with prompt written notice of such legal requirement so that the Company may seek a protective order or other appropriate remedy and, in the event that such protective order or other remedy is not obtained, Xx. Xxxxxx shall furnish only that portion of the Confidential Information which is legally required to be disclosed and will cooperate with the Company to obtain assurances that confidential treatment will be accorded such Confidential Information for any reasonInformation. Employee will also, upon At the Company's request, return Xx. Xxxxxx shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may reasonably request, all writings memoranda, notes, plans, records, reports, computer tapes, printouts and software and other media containing documents and data (and copies thereof) relating to the Confidential Information Information, Work Product (as defined below) or the business of the Company or any of its Subsidiaries which she may then possess or have under her control. Xx. Xxxxxx acknowledges and agrees that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) which relate to the Company's or any of its Affiliates' actual or anticipated business research and development or existing or future products or services and which are conceived, developed or made by Xx. Xxxxxx while employed by the Company and its Subsidiaries belong to the Company or such Affiliate, as the case may be. The Company will provide Xx. Xxxxxx with reasonable access from time to time to all of the memoranda, notes and other material delivered by her for any and all reasonable purposes not in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during violation of the term terms of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee acknowledges The Company agrees that by reason during the course of and in connection with the Executive's employment he/she may have with the Company, the Company will provide and the Executive agrees to accept access to Convergent's trade secrets and knowledge of Confidential Information (as well as other confidential or proprietary hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its subsidiaries and their respective businesses, personnel, customer records information, including but not limited to: personnel informationtrade secrets, payroll informationbid prices, profit evaluations of bids, contractual terms and loss statementsarrangements (prospective purchases and sales), budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and pricing strategies, market research, client financial and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, forecasts and pricing and cost information, plans and other information developed affecting the value or obtained by sales of products, goods, services or securities of the Company that is not generally available to or its subsidiaries, and personal information regarding employees (collectively, the industry in which Company competes (hereinafter "Confidential Information"). Employee The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive's own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that during the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive's acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive's employment; provided, he/she will further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not directly obtained or indirectly use the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or divulge such person is advised by written opinion of the Company's counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing shall not further disclose such Confidential Information in Employee's possession or under Employee's control to Convergentothers, except as required by law, following such disclosure. These obligations are in In addition the Executive covenants and agrees to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during deliver to the term Company upon termination of this Agreement, be exposed to certain information pertaining to or provided by third partiesand at any other time as the Company may request, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that any and all Confidential Information shall remain the exclusive property of the owner Company including, but not limited to, keys, computers, credit cards, company car, memoranda, notes, plans, records, reports, computer tapes, printouts and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Informationsoftware, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other partyin any form whatsoever, and other documents and data (dand copies thereof) execute any further nondisclosure agreements as may be reasonably required by and relating to the Company or its affiliates any subsidiary which he may then posses or any customer have under his control or client of Company or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee acknowledges The Buyer will, and will instruct ------------------------ all of its employees, representatives, agents, and affiliates to, treat all Confidential Information confidentially and not disclose it except in accordance herewith; provided, that by reason of employment he/she (a) any Confidential Information may be disclosed to the Buyer's agents who (i) need to have access to Convergent's trade secrets such information and (ii) are directed by the Buyer to treat such Confidential Information confidentially; (b) any disclosure of Confidential Information may be made with the prior written consent of the Company or the Sellers; and (c) Confidential Information may be disclosed without liability hereunder to the extent required by law or by the order or decree of any court or other governmental authority; provided, however, that the party legally compelled to disclose the Confidential Information will provide the Company or the Sellers, as well as appropriate, with prompt notice of that fact so that the Company or any of the Sellers may attempt to obtain a protective order or other confidential or proprietary informationappropriate remedy. For purposes of this section, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other the term "Confidential Information" will be defined to mean all information developed or obtained furnished by the Company or the Sellers or any of their agents to the Buyer or any of its agents; provided, however, that is the term "Confidential Information" will not include information that (x) becomes generally available to the industry public other than as a result of a disclosure by the Buyer or any of its employees, representatives, agents, or affiliates, or (y) was made available to the Buyer on a non-confidential basis from a source other than the Company or the Sellers or any of their agents, provided, that such source is not bound by a confidentiality agreement with the Company, the Sellers or any of their agents. The provisions contained in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she this Section 8.1 will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon survive the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightClosing.

Confidential Information. Employee acknowledges that the confidential information and non public data obtained by reason her during the course of employment he/she her performance under this Agreement concerning the business or affairs of Employer, or any entity related thereto are the property of Employer and will be confidential to Employer. Such confidential information may have access to Convergent's trade secrets as well as other confidential or proprietary informationinclude, including but is not limited to: personnel information, payroll informationspecifications, profit designs, and loss statementsprocesses, budget statements and projectionsproduct formulae, balance sheetsmanufacturing, client information, Company and member financial informationdistributing, marketing plans and strategiesor selling processes, market researchsystems, client and other mailing procedures, plans, know-how, services or material, trade secrets, devices (whether or not patented or patentable), customer or supplier lists, annual operating price lists, financial information including, without limitation, costs of materials, manufacturing processes and distribution costs, business plans, Company strategic plans, business transactions, pending negotiations, supplier prospects or vendor relationships, contract termsopportunities, and pricing software and cost informationdevelopment or research work, and other information developed but does not include Employee's general business, ideas, concepts, know-how, techniques or obtained by marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Employer and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) she will not copy, publish, disclose to others any unauthorized persons or use for her own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without Employer's written consent. Employee agrees to deliver to Employer at the ownertermination of her employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (cand copies thereof) return relating to the business of Employer, or destroy all copies of any entity related thereto, which she may then possess or have under her direct or indirect control. Notwithstanding any provision herein to the contrary, the Confidential Information upon request of shall specifically exclude information which is publicly available to Employee and others by proper means, readily ascertainable from public sources known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party, and (d) execute any further nondisclosure agreements as may information required to be reasonably required disclosed by Company or its affiliates or any customer or client of Company or its affiliates law provided Employee provides notice to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationEmployer to seek a protective order, or other product developed as part of or in connection information disclosed by Employee to her attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployer.

Confidential Information. Employee acknowledges Except as expressly authorized by the Corporation, Executive shall not divulge, furnish, make accessible to anyone, lay claim to, attempt to lay claim to or use, or attempt to use, in any way any confidential or secret knowledge or information of the Corporation or its subsidiaries (collectively the “Intrepid Parties”) that Executive has acquired or become acquainted with or will acquire or become acquainted with during the period of Executive’s employment with the Corporation, whether developed by reason himself or by others, concerning any pricing information, trade secrets, confidential or business plans or material (whether or not patented or patentable) directly or indirectly useful in any aspect of employment he/she may have access to Convergent's trade secrets as well as the business of the Intrepid Parties, any customer or dealer lists of the Intrepid Parties, any confidential or secret development of the Intrepid Parties, or any other confidential information or proprietary informationsecret aspects of the business of the Intrepid Parties, including but not limited to: personnel to information regarding net backs, strategies and practices, loan agreements, rail rates, sales prices, contacts, international strategies, staffing, wages, management styles, customer information, payroll informationcustomer lists, profit and loss statementsmarketing plans, budget statements and projectionsintellectual property, balance sheetsinternal analyses, client informationanalyses of competitive products, Company and member corporate financial information, marketing plans information related to negotiations with third parties, information protected by the Intrepid Parties’ privileges (such as the attorney-client privilege), internal audit reports, contracts and strategiessales proposals, market researchtraining materials, client employment and other mailing listspersonnel records, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost informationperformance evaluations, and other sensitive information developed or obtained (collectively, “Confidential Information”). Executive acknowledges that the Confidential Information constitutes a unique and valuable asset of the Intrepid Parties and represents a substantial investment of time and expense by the Company Intrepid Parties, and that is not generally available any disclosure or other use of the Confidential Information other than for the sole benefit of the Intrepid Parties would be wrongful and would cause irreparable harm to the industry in which Company competes (hereinafter "Confidential Information")Intrepid Parties. Employee agrees that Both during and after employmentExecutive’s employment with the Corporation, he/she will Executive shall refrain from any acts or omissions that would reduce the value of the Confidential Information. The foregoing obligations of confidentiality shall not directly apply to any knowledge or indirectly use information (i) that is now published or divulge that subsequently becomes generally publicly known in the form in which it was obtained from the Intrepid Parties, other than as a direct or indirect result of the breach of this Agreement by Executive; or (ii) is lawfully obtained by Executive from a third party, provided that Executive did not have actual knowledge that such third party was restricted or prohibited from disclosing such information to Executive. As of the Termination Date, or at such other time as the Corporation may request, Executive shall return all memoranda, notes, plans, records, computer tapes and software and other documents and data (and copies thereof) relating to Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession that Executive may then possess or have under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property righthis control.

Confidential Information. Employee acknowledges that agrees that, unless otherwise required by reason of employment he/she may have access to Convergent's trade secrets as well as other confidential or proprietary informationlaw, including but not limited to: personnel information, payroll information, profit Employee will forever keep secret and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract termsinviolate all Confidential Information which has come into Employee’s possession, and pricing and cost information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not use the same for Employee’s own private benefit, or directly or indirectly use or divulge for the benefit of others, and Employee will not disclose such Confidential Information to any other person. If Employee is legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any reasonConfidential Information, Employee shall provide the Company with prompt prior written notice of such legal requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section 11. In any event, Employee will also, upon may furnish only that portion of the Company's request, return all writings and other media containing Confidential Information in which Employee is advised by legal counsel is required, and Employee shall exercise Employee's possession ’s best efforts to obtain an order or under Employee's control to Convergentassurance that confidential treatment will be accorded such Confidential Information that is disclosed. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term For purposes of this Agreement, all confidential or proprietary information concerning the business and affairs of the Company, including without limitation, all trade secrets, knowhow and other information generally retained on a confidential basis by the Company concerning its products, methods, know-how, techniques, systems, software codes and specifications, formulae, inventions and discoveries, business plans, pricing, product plans and the identities of and the nature of the Company’s dealings with its employees, suppliers and customers, whether or not such information shall, in whole or in part, be exposed to certain information pertaining subject to or provided capable of being protected by third partiespatent, whether clients of Company copyright or its affiliates or nottrademark laws, that shall constitute “Confidential Information.” Notwithstanding anything contained herein which may be to the contrary, the term “Confidential Information” does not include any information which is designated excepted as confidential by the disclosing party, whether information in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property Article 4.6 of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightEmployment Agreement.

Confidential Information. Employee The Executive acknowledges that by reason of employment he/she may he will have access or be privy to Convergent's trade secrets certain confidential business and proprietary information of the Company and its Subsidiaries as well as other confidential a result of the Executive’s employment with the Company or proprietary its subsidiaries. Confidential information may include, but is not limited to, business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its subsidiaries and their respective businesses, personnel, customer records information, including trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or its Subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that a protective order or other remedy is not obtained or the Company waives compliance with the provisions of this Agreement, the Executive shall ensure that only the portion of the Confidential Information which the Executive or that person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of any Confidential Information shall not further disclose that Confidential Information to others, except as required by law, following such disclosure. In addition, the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the Company may request, any and all property of the Company including, but not limited to: personnel information, payroll informationkeys, profit and loss statementscomputers, budget statements and projectionscredit cards, balance sheetscompany car, client informationmemoranda, Company and member financial informationnotes, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plansrecords, business transactionsreports, pending negotiationscomputer tapes, supplier or vendor relationshipsprintouts and software, contract terms, and pricing and cost informationConfidential Information in any form whatsoever, and other information developed or obtained by documents and data (and copies thereof) and relating to the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer subsidiary which he may then possess or client of Company have under his control or its affiliates to which the Services apply, Executive had access to or possession of in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightemployment.

Confidential Information. Employee acknowledges that by reason in the course of her employment he/with the Company, she may have has had access to Convergent's trade secrets as well as Confidential Information. “Confidential Information” includes but is not limited to information not generally known to the public, in spoken, printed, electronic or any other confidential form or medium relating directly or indirectly to: business processes, practices, policies, plans, documents, operations, services and strategies; contracts, transactions, and potential transactions; negotiations and pending negotiations; proprietary information, including but not limited to: personnel trade secrets and intellectual property; supplier and vendor agreements, strategies, plans and information; financial information and results, payroll accounting information and records; legal strategies and information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, ; marketing plans and strategies; pricing strategies; personnel information and staffing and succession planning practices and strategies; internal controls and security policies, market strategies and procedures; and/or other confidential business information that she has learned, received or used at any time during her employment with Xxxxxxxxx whether or not such information has been previously identified as confidential or proprietary. The Confidential Information may be contained in written materials, such as documents, files, reports, manuals, drawings, diagrams, blueprints and correspondence, as well as computer hardware and software, and electronic or other form or media. It may also consist of unwritten knowledge, including ideas, research, client and other mailing listsprocesses, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, practices and pricing and cost information, and other know-how. Confidential Information does not include information developed or obtained by the Company that is in the public domain or information generally known in the trade, other than as a result of a disclosure by or through Employee in violation of this Agreement or by another person in breach of a confidentiality obligation. Further, information that Employee acquired completely independently of her employment with Xxxxxxxxx is not generally available considered to the industry in which Company competes (hereinafter "be Confidential Information"). Employee agrees that during and after employmentshe shall not, he/she will at any time, disclose or otherwise make available Confidential Information to any person, company or other party. Further, Employee shall not directly or indirectly use or divulge such disclose any Confidential Information for at any reasontime without Xxxxxxxxx’x prior written consent. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to This Agreement shall not limit any obligations Employee has under state any confidentiality agreement or federal applicable law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property right.

Confidential Information. Employee acknowledges that the confidential information and data obtained by reason Employee during the course of Employee's employment he/she by the Company or any affiliate of the Company concerning the business or affairs of the Company or any affiliate is the property of the Company and will be confidential to the Company. Such confidential information may have access to Convergent's trade secrets as well as include, but is not limited to, customer data or lists, vendor data or lists, contracts with vendors or other confidential third parties, business plans, prospects or proprietary opportunities, software codes or development work, financial information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member the financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier terms with or vendor relationships, contract termsperformance of vendors, and pricing and cost informationtrade secrets, and other information developed but does not include Employee's general business or obtained by direct marketing knowledge (the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon All the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner Company and Employee agrees that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) will not copy, publish, disclose to others any unauthorized persons or use for Employee's own account or for the benefit of any third party any of the Confidential Information except as expressly permitted by without the ownerCompany's written consent. Employee agrees to deliver to the Company at the termination of employment, all memoranda, notes, plans, records, reports, video and audio tapes and any and all other documentation (c) return and copies thereof), whether in electronic, written, photographic or destroy all copies video form, relating to the business of the Company or any affiliate, which Employee may then possess or have under Employee's direct or indirect control. Notwithstanding any provision herein to the contrary, Confidential Information upon request of does not include information which is publicly available to Employee and others by proper means, readily ascertainable from public sources, known to Employee at the other time the information was disclosed or which is rightfully obtained from a third party; information required to be disclosed by law, and (d) execute any further nondisclosure agreements as may be reasonably required provided Employee provides notice to the Company to permit the Company to seek a protective order; or information disclosed by Company or its affiliates or any customer or client of Company or its affiliates Employee to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection Employee's attorney regarding litigation with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightCompany.

Confidential Information. Employee acknowledges that To the maximum extent permitted by reason law, the Executive shall not, without the Company’s written consent by an authorized representative, at any time prior or subsequent to the execution of this Release, disclose, use, remove or copy any Confidential Information, trade secret or proprietary information he acquired during the course of his employment he/she may have access to Convergent's by the Company. “Confidential Information,” for purposes of this Agreement, includes any information not previously published or generally in the public domain. Confidential Information, trade secrets as well as and proprietary information includes without limitation, any technical, actuarial, economic, financial, procurement, provider, enrollee, customer, underwriting, contractual, managerial, marketing or other confidential information of any type regarding the business in which the Company is engaged, but not including any previously published information or proprietary other information generally in the public domain. The Executive also agrees that he shall not without the Company’s written consent by an authorized representative, directly or indirectly use the Company’s trade secret information, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing to customer lists, annual operating plansto solicit business of any customers of the Company (other than on behalf of the Company). The Executive acknowledges and agrees that any “Invention,” including without limitation, Company strategic plans, business transactions, pending negotiations, supplier any developments or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained discoveries by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that Executive during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection his employment with the ServicesCompany through the date of execution of this Release resulting in patents, and any work materials relating to themlists of customers, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights trade secrets, specialized know-how or other intellectual property rightsuseful in the then-current business of the Company and any original works of authority are the property of the Company and shall be used for the sole benefit of the Company. Nothing in If not previously assigned to the Company, the Executive hereby assigns ownership of any and all Inventions to the Company, provided, however, that the provisions of this Agreement constitutes any grant requiring assignment of license or assignment with respect Inventions to the Company do not apply to any Confidential Information or any trademarkinvention which qualifies fully under the provisions of California Labor Code section 2870, copyright, patent or other intellectual property rightwhich provides as follows.

Confidential Information. Employee 5.1 Executive acknowledges that the information, observations and data (including trade secrets) obtained by reason Executive while employed by the Company and its predecessors (including those obtained by Executive prior to the date of employment he/she may this Agreement) concerning the business or affairs of the Company, any of its Subsidiaries, joint ventures (“Joint Ventures”) or affiliates (“Confidential Information”), which Confidential Information the Executive shall have access to Convergent's trade secrets as well as other confidential or proprietary informationand shall be provided during the Employment Period, including but not limited to: personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by are the property of the Company that is not generally available to or such Subsidiary, Joint Venture or affiliate. Therefore, Executive agrees that, other than for the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during execution of the duties and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of responsibilities required by this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information Executive shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others any person or entity or use the Confidential Information except as expressly permitted by the owner, (c) return for Executive’s own benefit or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovationpurposes, or other product developed as part of the benefit or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights other person or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to entity, any Confidential Information or any trademarkconfidential or proprietary information of other persons or entities in the possession of the Company and its Subsidiaries and affiliates (“Third Party Information”), copyrightwithout the prior written consent of the Chairman of the Board of the Company. Confidential Information or Third Party Information shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes generally known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of the Executive; or (iii) Executive is required to disclose by applicable law, patent regulation or legal process. Executive shall deliver to the Company at the termination of the Employment Period, or at any other intellectual property righttime the Company may request, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Third Party Information, Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary, joint venture or affiliate which Executive may then possess or have under Executive’s control. Upon Termination, Executive may retain Executive’s cell phone, rolodex and similar address books provided that such items only include contact information; provided further that the Executive shall provide a copy of any Company related business contact information in such rolodex or similar address books to the Company promptly following the termination of the Employment Period.

Confidential Information. Employee acknowledges that For the purposes of this agreement, "Confidential Information" shall mean the information described below, which was disclosed by reason of employment he/she may have access the Company to Convergent's trade secrets as well as other confidential Contractor in any manner, whether orally, visually, or proprietary informationin tangible form, including including, but not limited to: personnel information, payroll informationdocuments, profit and loss statementsdevices, budget statements and projectionscomputer readable media, balance sheetstrade secrets, client informationformulae, Company and member financial informationpatterns, marketing plans and strategiesinventions, market researchprocesses, client customer lists, sales records, pricing lists, margins, and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost compilations of confidential information, and other information developed all copies of such confidential information. Tangible materials that disclose or obtained embody Confidential Information shall be marked or identified by the Company as "confidential." Confidential Information that is disclosed orally or visually shall be identified by the Company as confidential at the time of disclosure. Contractor shall maintain in confidence and not generally available to use or disclose the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon using a fiduciary degree of care to protect the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for . For the purposes of this Section 8agreement, Confidential Information shall not include any information which Contractor can prove (i) was in Contractor's possession, or known to Contractor without confidentiality restriction, prior to disclosure by the Company, (ii) was generally known in the trade or business in which the Company is engaged at the time of disclosure to Contractor, or becomes generally known in the trade or business after such disclosure, through no act of Contractor, (iii) has come into the possession of Contractor without confidentiality restrictions from a third-party, and such third-party is under no obligation to the Company to maintain the confidentiality of such information, or (iv) was developed by or for Contractor independently without reference to the Confidential Information. Employee agrees If a particular portion or aspect of the Confidential Information shall become subject to any of the above-mentioned exceptions, the parties expressly agree that all other portions or aspects of the Confidential Information shall remain the exclusive property subject to all of the owner and provisions of this agreement. In the event that Employee shall: (a) maintain Contractor is ordered to disclose the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Company's Confidential Information except as expressly permitted by pursuant to a judicial or governmental request, requirement, or order, Contractor shall promptly notify the ownerCompany in writing and shall take reasonable steps to assist the Company in contesting such request, (c) return requirement, or destroy all copies of Confidential Information upon request of order, or in otherwise protecting the other party, and (d) execute any further nondisclosure agreements Company's rights prior to such disclosure. Except as may be reasonably required by expressly specified within this agreement, the Company or its affiliates or grants no license to Contractor under any customer or client of Company or its affiliates to which the Services applycopyright, in the course of the Servicespatent, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writingtrademarks, discovery, invention, innovationtrade secret, or other product developed as part of proprietary right, to use, utilize, or in connection with reproduce the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightInformation.

Confidential Information. Employee acknowledges The parties hereto recognize that a major need of the Purchaser is to preserve its specialized knowledge, trade secrets, customer lists and confidential information concerning the industry in which the Purchaser and its Subsidiaries are engaged. The strength and goodwill of the Purchaser is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by reason the Purchaser and its Subsidiaries. The disclosure of employment he/she may this information and knowledge to competitors would be beneficial to them and detrimental to the Purchaser, as would the disclosure of information about the products, methods, marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, technical information, client contracts, inventory sources, customer information, employee information, and other similar items of the Purchaser and its Subsidiaries. The Company and the Stockholder have or will have access to Convergent's to, and have obtained or will obtain, specialized knowledge, trade secrets as well as other and confidential information about the Purchaser’s business and the Purchaser’s operations and the operations of its Subsidiaries, affiliates, and/or divisions. The term "confidential" or "proprietary information" shall not include information which is (i) already known from sources not subject to any confidential obligations; (ii) is or becomes generally available to the public other than as a result of a disclosure by the Purchaser; or (iii) required to be disclosed by law, regulatory or judicial process. Therefore, the Company and the Stockholder hereby agree, recognizing that the Purchaser is relying on these agreements in entering into this Agreement, that commencing on the date hereof and for two (2) years following the termination or expiration of the Employment Agreement (and except, on the part of the Stockholder, to the extent required by the Stockholder to provide services under the Employment Agreement), the Company and the Stockholder will keep secret and retain in strict confidence, and will not use, disclose to others, or publish any inventions or any confidential business information about the affairs of the Purchaser or its Subsidiaries’ businesses, including but not limited to: personnel to confidential information concerning the Purchaser’s and its Subsidiaries’ products, methods, marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, technical information, payroll client contracts, inventory sources, customer information, profit and loss statements, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, and pricing and cost employee information, and other information developed or obtained by the Company that is not generally available to the industry in which Company competes (hereinafter "Confidential Information"). Employee agrees that during and after employment, he/she will not directly or indirectly use or divulge such Confidential Information for any reason. Employee will also, upon the Company's request, return all writings and other media containing Confidential Information in Employee's possession or under Employee's control to Convergent. These obligations are in addition to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during the term similar items of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose to others or use the Confidential Information except as expressly permitted by the owner, (c) return or destroy all copies of Confidential Information upon request of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightinformation.

Confidential Information. Employee acknowledges that by reason For purposes of employment he/she may have access this Agreement, the term “Confidential Information” will mean and refer to Convergent's trade secrets as well as other confidential or proprietary any information, including technical data or know-how, patentable and un-patentable, including, but not limited to: personnel , software, machinery, research, product plans, product services, customer lists, marketing materials, developments, inventions, process designs, finances, or other trade secrets of the Company or similar items relating to the Company’s business and litigation activities, or that of any supplier, customer or prospective customer, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, to Subscriber under circumstances reasonably demonstrating or suggesting the confidential or proprietary nature of such information. The restrictions in this Section shall not apply to information, payroll informationwhich (i) prior to or after the time of disclosure becomes part of the public knowledge or literature, profit and loss statementsnot as a result of any inaction or action of Subscriber; (ii) must be delivered in response to a valid order by a court or governmental body, budget statements and projections, balance sheets, client information, Company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, Company strategic plans, business transactions, pending negotiations, supplier (iii) became or vendor relationships, contract terms, and pricing and cost information, and other information developed or obtained by the Company that is not becomes generally available to the industry recipient on a non-confidential basis from a source other than the Company; or (iv) is approved by the Company, in which Company competes (hereinafter "Confidential Information")writing, for release. Employee Subscriber covenants and agrees that during and after employment, he/she will not directly or indirectly to use or divulge such any Confidential Information for Subscriber’s own use or benefit (directly or indirectly), or for the benefit of any reasonparty other than Company. Employee will alsoSubscriber may not disclose Confidential Information to third parties except employees, upon consultants, or professional advisers of the Company in connection with Company business who are required to have the information in order to carry out their duties for the Company's request, return . Subscriber agrees that it will take all writings reasonable measures to protect the secrecy of and other media containing avoid disclosure or use of Confidential Information of the Company in Employee's order to prevent the Confidential Information from falling into the public domain or the possession or under Employee's control of persons other than those persons authorized hereunder to Convergenthave such information, which measures shall include the highest degree of care that Subscriber uses to protect Subscriber’s own Confidential Information of a similar nature. These obligations are in addition Subscriber agrees to any obligations Employee has under state or federal law. Employee further acknowledges that Employee may, during immediately notify the term of this Agreement, be exposed to certain information pertaining to or provided by third parties, whether clients of Company or its affiliates or not, that is designated as confidential by the disclosing party, whether in writing of any misuse or orally, which information shall be treated as "Confidential Information" for purposes of this Section 8. Employee agrees that all Confidential Information shall remain the exclusive property misappropriation of the owner and that Employee shall: (a) maintain the confidentiality and secrecy of all Confidential Information, (b) not copy, publish, disclose which may come to others Subscriber’s attention. All proceeds from a misuse or use disclosure of the Company’s Confidential Information except as expressly permitted by will be recoverable from Subscriber responsible for such misuse or disclosure, which Subscriber shall be liable to the owner, (c) return or destroy all copies of Confidential Information upon request Company to the fullest extent of the other party, and (d) execute any further nondisclosure agreements as may be reasonably required by Company or its affiliates or any customer or client of Company or its affiliates to which the Services apply, in the course of the Services, and abide in all respects by the terms of any such nondisclosure agreements which bind Company. Employee further agrees that any writing, discovery, invention, innovation, or other product developed as part of or in connection with the Services, and any work materials relating to them, shall be the property of Company or its affiliates and shall be treated as works for hire for purposes of any laws pertaining to the protection of copyrights or other intellectual property rights. Nothing in this Agreement constitutes any grant of license or assignment with respect to any Confidential Information or any trademark, copyright, patent or other intellectual property rightlaw.