Common use of Confidentiality and Trade Secrets Clause in Contracts

Confidentiality and Trade Secrets. Employee agrees that the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also include, but not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:

Confidentiality and Trade Secrets. Employee agrees (a) Seller and Buyer acknowledge and agree that certain information each party has received or may receive from the Company has other party or from a proprietary interest Seller or Buyer Affiliate in (1) its relationships connection with its customersthis Agreement, clientsincluding information regarding research, associates and agents and (2) its business methodstechnology, systemstechnical specifications, plansproduct developments, marketing plans or conditions, products, business plansstrategies, policiesand the like, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the constitutes “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality Confidential Information” of the foregoing, confidential information would also include, but not other party and shall be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed deemed disclosed by the Company other party to the receiving party. The purpose for exchanging Confidential Information is to allow the parties to use Confidential Information solely for the purpose of meeting their obligations and after employment by the Companyresponsibilities under this Agreement. The party receiving any Confidential Information, he and its employees, attorneys, financial advisors, officers, directors, shareholders and members who receive Confidential Information, shall not (other than pursuant to his duties hereunder or not, except with the prior written consent of a duly authorized representative of the Companydisclosing party, (i) discloseuse Confidential Information for any purpose other than those purposes permitted under this Agreement, deliver, disseminate, reproduce, make any use of (except whether for itself or for the benefit of the Company)another, or allow any use of by a third party(ii) divulge, any confidential information disclose, publish or communicate, to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed materialin any manner whatsoever, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination terms of this Agreement or at any other time upon request Confidential Information of the Company. The disclosing party; provided, however, that (i) each party hereto may use, divulge, disclose or communicate the terms of this Agreement or Confidential Information of the disclosing party to its Affiliates, members, and/or shareholders, and Affiliates of those entities, on a “need-to-know” basis, subject to the provisions of this Section shall survive 12, without first obtaining the expiration other party’s written consent, and (ii) Buyer may use, divulge, disclose or termination communicate the terms of this AgreementAgreement or Confidential Information of the disclosing party to persons who have entered into a supply agreement with a Buyer Group member (as provided in Section 2(b) hereof) on a “need to know” basis, or any part thereof without regard, subject to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach provisions of this Section 12, provided that Seller has consented in writing in advance to such disclosure, which consent shall not be unreasonably withheld. Each party further agrees, for itself and for any person to whom a disclosure is permitted and made, to use the same degree of care to maintain as confidential and to avoid non-permitted use or disclosure of the AgreementConfidential Information disclosed to it under this Agreement as it employs with respect to its own confidential information, the Company shall, in addition but at all times shall use at least reasonable care to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in protect against a civil action for damages arising from said breach, non-permitted use or (2) liquidated damages in the amount equal to Employee’s base salarydisclosure. The Company agrees the Company has no proprietary interest in the following informationConfidential Information does not and shall not include information that:

Confidentiality and Trade Secrets. Employee agrees (a) Seller and Buyer acknowledge and agree that certain information each party has received or may receive from the Company has a proprietary interest other party or from the other party’s Affiliates in (1) its relationships connection with its customersthis Agreement, clientsincluding information regarding research, associates and agents and (2) its business methodstechnology, systemstechnical specifications, plansproduct developments, marketing plans or conditions, products, business plansstrategies, policiesand the like, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the constitutes “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality Confidential Information” of the foregoing, confidential information would also include, but not other party and shall be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed deemed disclosed by the Company other party to the receiving party. The purpose for exchanging Confidential Information is to allow the parties to use Confidential Information solely for the purpose of meeting their obligations and after employment by the Companyresponsibilities under this Agreement. The party receiving any Confidential Information, he and its employees, attorneys, financial advisors, officers, directors, shareholders and members who receive Confidential Information, shall not (other than pursuant to his duties hereunder or not, except with the prior written consent of a duly authorized representative of the Companydisclosing party, (i) discloseuse Confidential Information for any purpose other than those purposes permitted under this Agreement, deliver, disseminate, reproduce, make any use of (except whether for itself or for the benefit of the Company)another, or allow any use of by a third party(ii) divulge, any confidential information disclose, publish or communicate, to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed materialin any manner whatsoever, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination terms of this Agreement or at any other time upon request Confidential Information of the Company. The disclosing party; provided, however, that (i) Seller may use, divulge, disclose or communicate the terms of this Agreement or Confidential Information of the disclosing party to its Affiliates, members, and/or shareholders, and Affiliates of those entities, on a “need-to-know” basis, subject to the provisions of this Section shall survive 12, without first obtaining Buyer’s written consent; and (ii) Buyer may use, divulge, disclose or communicate the expiration or termination terms of this AgreementAgreement or Confidential Information of the disclosing party to Buyer Group members on a “need-to-know” basis, or any part thereof without regard, subject to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach provisions of this Section 12, provided that Seller has consented in writing in advance to such disclosure, which consent shall not be unreasonably withheld. Each party further agrees, for itself and for any person to whom a disclosure is permitted and made, to use the same degree of care to maintain as confidential and to avoid non-permitted use or disclosure of the AgreementConfidential Information disclosed to it under this Agreement as it employs with respect to its own confidential information, the Company shall, in addition but at all times shall use at least reasonable care to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in protect against a civil action for damages arising from said breach, non-permitted use or (2) liquidated damages in the amount equal to Employee’s base salarydisclosure. The Company agrees the Company has no proprietary interest in the following informationConfidential Information does not and shall not include information that:

Confidentiality and Trade Secrets. Employee agrees Xx. Xxxxxx recognizes that he will continue have access to trade secrets and proprietary information (the “Company Information”) of the Company has and any affiliate thereof (a proprietary interest “Company Affiliate”) during his term as a member of the Board, and he recognizes that should such information be revealed to a competitor, the Company would be materially damaged in (1) its relationships with its customersan amount difficult to calculate. Except in the performance of his duties to the Company, clientsXx. Xxxxxx shall not, associates during his term as a member of the Board and agents and (2) its business methodsat all times thereafter, systemsdirectly or indirectly for any reason whatsoever, plansdisclose or use any such Company Information. All records, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designsfiles, drawings, illustrationsdocuments, graphicsequipment and other tangible items, photographswherever located, estimatesrelating in any way to or containing Company Information, blueprintswhich Xx. Xxxxxx has prepared, employee manualsused or encountered or shall in the future prepare, purchase order formsuse or encounter, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways shall be and remain the Company’s sole and exclusive property and shall constitute Company Information. Upon the expiration of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to his term as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality member of the foregoingBoard, confidential information would also include, but not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment whenever requested by the Company, he Xx. Xxxxxx shall not (other than pursuant promptly deliver to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing Company any and all confidential informationCompany Information and copies thereof, as defined above, or made available not previously delivered to Employee concerning the Company’s business, that may be in the possession or under the control of Xx. Xxxxxx. The foregoing restrictions shall be the Company’s exclusive property and shall be delivered by Employee not apply to the use, divulgence, disclosure or grant of access to Company upon expiration Information to the extent, but only to the extent, (x) expressly permitted or termination of this Agreement or at required pursuant to any other time upon request written agreement between Xx. Xxxxxx and the Company (and/or Company Affiliates); (y) such Company Information which has become publicly known and made generally available through no wrongful act of Xx. Xxxxxx or of others who were under confidentiality obligations as to the Companyitem or items involved; or (z) Xx. The provisions Xxxxxx is required to disclose Company Information by or to any court of this Section shall survive the expiration or termination of this Agreement, competent jurisdiction or any part thereof without regardgovernmental or quasi-governmental agency, authority or instrumentality of competent jurisdiction; provided, that Xx. Xxxxxx shall, prior to any such disclosure, immediately notify the Company of such requirement; and provided, further, that the Company shall have the right, at its expense, to the reason therefore. Employee hereby acknowledges that the services object to such disclosures and to seek confidential treatment of any Company Information to be rendered by him are of a special, unique and extraordinary character and, in connection with so disclosed on such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:terms as it shall determine.

Confidentiality and Trade Secrets. Employee acknowledges and agrees that that, in prior meetings with other employees, representatives, officers and directors of the Company Company, Employee has a or will, during the term of employment, have access to, become acquainted with, and/or develop or invent various Trade Secrets and proprietary interest in (1) its relationships with its customersinformation consisting of and including without limitation, clientsformulas, associates and agents and (2) its business methods, systemsprocesses, plans, business planscharts, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniquesconcepts, procedures, hardware configurationcompilations, website design lists of data and information, softwarerecords, object codespecifications, source codedocuments, marketing materialcontracts, forecastsreports, business strategyforms, financesmanuals, accountingnames, records addresses, and telephone numbers and other information of customers, lenders, investors, or other proprietary documents identified prospective customers, lenders, or investors (hereinafter all of which shall the foregoing sometimes collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing"Trade Secrets") which are owned or have been or subsequently are developed, confidential information would also includecompiled, but not be limited to, any materials, information organized or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment invented by the Company, he shall not (other than pursuant to his duties hereunder the Employee, or with the prior written consent of a duly authorized representative of the Company) disclose's other employees. Employee, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company and as a condition of this Agreement, expressly agrees that Employee shall not disclose any of the Trade Secrets, directly or indirectly; use them in any way; or claim proprietary ownership interest therein, either during or after the term of this Agreement except as required in the performance of Employee's duties hereunder or as expressly authorized by the written consent and permission of the Company after full explanation and disclosure of any such proposed use or disclosure by the Employee to the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee further acknowledges and agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential informationTrade Secrets, as defined above, whether now existing or made available to Employee concerning the Company’s businesshereafter developed, shall be the Company’s exclusive property are and shall at all times be delivered owned solely and exclusively by Employee to the Company upon expiration and Employee shall have no ownership interest therein or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:rights thereto.

Confidentiality and Trade Secrets. The Employee agrees that the Company has a proprietary interest promises not to use in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records any way or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality disclose any of the foregoingTrade Secrets (as such term is defined in the 2017 Severance Agreement) or any other confidential and proprietary information that is not generally known to the public (collectively, confidential information would also includeand including Trade Secrets, but not be limited to“Confidential Information”) directly or indirectly, any materialseither during or after the term of his employment, information or documents marked except as required in the course of his employment with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (if required in connection with a judicial or administrative proceeding, or if the information becomes public knowledge other than pursuant as a result of an unauthorized disclosure by the Employee. All files, records, documents, information, data, and similar items relating to the business of Company, whether prepared by the Employee or otherwise coming into his duties hereunder or with possession, will remain the exclusive property of Company and may not be removed from the premises of Company under any circumstances without the prior written consent of a duly authorized representative Company (except in the ordinary course of business during the Employee’s period of active employment under this Agreement), and in any event must be promptly delivered to Company upon termination of the Employee’s employment with Company) disclose. The Employee agrees that upon his receipt of any subpoena, deliverprocess, disseminateor other requests to produce or divulge, reproducedirectly or indirectly, make any use of (except for Confidential Information to any entity, agency, tribunal, or person, whether received during or after the benefit term of the Employee’s employment with Company, the Employee shall timely notify and promptly deliver a copy of the subpoena, process, or other request to Company. For this purpose, the Employee irrevocably nominates and appoints Company (including any attorney retained by Company), or allow any use of by a third partyas his true and lawful attorney-in-fact, any confidential information to any personact in the Employee’s name, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondenceplace, and other documents made or compiled stead to perform any act that the Employee might perform to defend and protect against any disclosure of any Confidential Information. The parties agree that the above restrictions on confidentiality and disclosure are completely severable and independent agreements supported by Employee containing any good and all confidential informationvaluable consideration and, as defined above, or made available to Employee concerning the Company’s businesssuch, shall be survive the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Companyfor whatever reason. The provisions parties further agree that any invalidity or unenforceability of any one or more of such restrictions on confidentiality and disclosure shall not render invalid or unenforceable any remaining restrictions on confidentiality and disclosure. Additionally, should a court of competent jurisdiction determine that the scope of any provision of this Section shall survive 3(f) is too broad to be enforced as written, the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges parties intend that the services court reform the provision to such narrower scope as it determines to be rendered by him are of a special, unique reasonable and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:enforceable

Confidentiality and Trade Secrets. Employee agrees that Executive hereby assigns and --------------------------------- transfers to the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, all company price lists, memoranda, notes, proprietary pricing information, business customer lists, customer names, financial information, technical data, trade secrets, confidential trade knowledge, know-how, ways unprinted or printed data, and other related intangible property obtained or developed during or prior to the term of doing businessthis Agreement, researchbelonging to, requirementsused by, supplier or developed by or for the benefit of the Company (together with all such Company price lists, pricing information, customer lists, prospect listscustomer names, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design financial information, softwaretrade secrets, object codeconfidential trade knowledge, source codeknow-how, marketing materialunprinted or printed data, forecasts, business strategy, finances, accounting, records and other related intangible property obtained or other proprietary documents (hereinafter all of which shall collectively be referred developed during or prior to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation term of this provision may constitute an unfair business practice. Without limiting the generality of the foregoingAgreement, confidential information would also include, but not be limited belonging to, any materialsused by, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is developed by or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company, collectively "Trade Secrets"), . All such Trade Secrets shall be kept strictly confidential by Executive and Executive shall not divulge or allow any use of by a third party, any confidential information communicate to any personother person or entity, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning during the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination term of this Agreement his employment hereunder or at any other time upon request thereafter in perpetuity by any means whatsoever, said Trade Secrets except with the specific written consent of the Company. The provisions At the Company's request, Executive agrees to assist the Company, in every proper way to obtain, for its or their own benefit, patents and registered copyrights (where applicable) for discoveries, inventions or improvements thereof in any and all countries, and execute all necessary documents to effectuate the above assignment and transfer. All such discoveries, inventions or improvements are to be and remain the property of the Company whether patented or not. Notwithstanding any provision in this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, Agreement to the reason therefore. Employee hereby acknowledges that contrary, this paragraph shall not apply to an invention which was developed entirely on the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning Executive's own time without using the Company’s business. Employee agrees 's equipment, supplies, facilities or trade secret information except for those inventions that in either (i) relate at the event time of a breach of this Section conception or reduction to practice of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded invention to the Company in a civil action for damages arising from said breachCompany's business or actual or demonstrably anticipated research or development, or (2ii) liquidated damages in result from any work performed by the amount equal to Employee’s base salary. The Company agrees Executive for the Company has no proprietary interest in the following information:or its subsidiaries. THIS AGREEMENT DOES NOT APPLY TO AN INVENTION WHICH QUALIFIES FULLY UNDER SECTION 2870 OF THE LABOR CODE OF THE STATE OF CALIFORNIA.

Confidentiality and Trade Secrets. Employee agrees that the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also include, but not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any and confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; , he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:

Confidentiality and Trade Secrets. Employee agrees At all times during Executive’s employment and thereafter, Executive will not disclose or use the Company’s Proprietary Information (as defined below), except as may be required in connection with his work for the Company. Executive hereby assigns to the Company any rights Executive may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be the sole property of the Company and its assigns and that the Company has a and its assigns shall be the sole owner of all patent rights, copyrights, mask works rights, trade secret rights and all other rights throughout the world in connection therewith. The term “Proprietary Information” shall mean all knowledge, data or any other proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary or nonpublic information, business informationwhether in oral, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records written or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality form, of the foregoingCompany. By way of illustration but not limitation, confidential Proprietary Information includes (a) the software products, programs, applications and processes utilized by or on behalf of the Company and its affiliates (other than off-the-shelf software programs); (b) the name and/or address or other contact information would also includeof any customer, client or vendor of the Company and its affiliates or any information concerning the transactions or relations of any customer, client or vendor of the Company and its affiliates with the Company and any information regarding any of its shareholders, principals, directors, officers, partners, employees or agents, including, but not be limited to, any information regarding the skill and compensation of its employees; (c) any proprietary information relating to the Company’s computer software, computer systems, pricing or marketing methods, sales margins, cost or source of raw materials, supplies or goods, capital structure, operating results, borrowing arrangements or business plans; or (d) any information which is generally regarded as confidential or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is proprietary in any line of business engaged in by or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative on behalf of the Company) disclose, deliver, disseminate, reproduce, make any use . Executive understands that if Executive has some question regarding whether certain information falls within the scope of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, Proprietary Information as defined aboveherein, or made available to Employee concerning Executive must treat all such information as Proprietary Information unless and until the Company’s business, shall be Board of Directors has informed Executive otherwise in writing. Notwithstanding the Company’s exclusive property and shall be delivered by Employee foregoing or any other provision of this Agreement to the Company upon expiration contrary, the term Proprietary Information shall not include any portion of the Proprietary Information that (i) was or termination is in the public domain or constituted general industry knowledge and practice at the same time it was communicated to Executive by the disclosing party, (ii) entered the public domain subsequent to the time it was communicated to Executive through no breach by Executive of this Agreement or at any other time upon request duty of confidentiality to the Company. The provisions ; (iii) was in Executive’s possession, as evidenced by reasonable, contemporaneous documentary proof, free of this Section shall survive any obligation of confidence at the expiration time it was communicated to Executive by the disclosing party; or termination (iv) was rightfully communicated to Executive free of this Agreementany obligation of confidence, or any part thereof without regardas evidenced by reasonable, contemporaneous documentary proof, subsequent to the reason therefore. Employee hereby acknowledges that time it was communicated to Executive by the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:disclosing party.

Confidentiality and Trade Secrets. Employee agrees Consultant recognizes that during the term of this Consulting Agreement, Consultant may develop or be exposed to information which constitutes Trade Secrets (defined below) and/or that is confidential or proprietary to the Company or its customers, employees, vendors or others with whom the Company has a proprietary interest in relationship, and/or that constitutes any work performed for any Company Customer (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential informationConfidential Information”). Employee agrees The Company’s Trade Secret information means any information provided by Company, or any physical or chemical material provided by Company that said information contains or otherwise embodies information, including, without limitation, any formula, pattern, compilation, program, device, method, technique, process, nucleic acid sequence, modified nucleotide, synthesis method, algorithm, computer program, script, code or derivatives thereof, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, another person who can obtain or derive economic value from its disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (“Trade Secrets”). Consultant may constitute a trade secret only use the Confidential Information and that a violation of this provision may constitute an unfair business practice. Without limiting Trade Secrets for the generality benefit of the foregoingCompany in connection with its performance of the Services, confidential information would also includeand may not use, but not be limited to, disclose or otherwise ever make the Confidential Information and Trade Secrets available to any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with person without the prior written consent of a duly authorized representative the Company. Consultant’s confidentiality and trade secret obligations as set forth in this paragraph shall survive the termination or expiration of this Consulting Agreement. Upon completion of the Company) discloseServices, deliverupon demand by the Company or upon termination of this Consulting Agreement for any reason, disseminate, reproduce, make any Consultant will cease the use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee return to the Company upon expiration or termination of this Agreement or at any other time upon request of all Confidential Information and Trade Secrets provided to Consultant by the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, Company or any part thereof without regard, to the reason thereforeCompany client. Employee Consultant hereby acknowledges that the services unauthorized disclosure, use or disposition of Confidential Information or Trade Secrets belonging to the Company or others could cause irreparable harm and significant injury to the non-disclosing party, which may not be rendered by him are quantifiable. Consultant further acknowledges that an action for monetary damages may not provide an adequate remedy for a breach of a specialthis Consulting Agreement. Accordingly, unique and extraordinary character and, in connection with such services; he will the Company or others shall have access the right to said confidential information concerning the Company’s business. Employee agrees that seek an immediate injunction in the event of a any breach of this Section of the Consulting Agreement, the Company shall, in addition to injunctive relief, any other remedies that may be entitled available at law or in equity. Exhibit 1 to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:Gold Amendment

Confidentiality and Trade Secrets. Employee (a) Participant hereby agrees that during Participant’s employment or service with the Company has a proprietary interest Company, and thereafter, Participant will not use or disclose “Confidential Information” related to any business of the Company. (b) As used in (1) its relationships with its customersthis RC Agreement, clients“Confidential Information” means any information or material, associates not generally known to the public, which may include, for example and agents without limitation, information and (2) its business methodsmaterials, systemsin spoken, plansprinted, electronic, or any other form or medium, relating or pertaining to the Company’s finances, accounting, business plans, policiesstrategic plans, technologiespersonnel and management, algorithmsdevelopment and projects, advancementsmarketing plans, innovationssales, trouble-shooting practicesproducts and services, designspricing or pricing strategies, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, customer names and addresses and price lists, memorandacustomer or prospective customer lists, notesother customer information (including, proprietary without limitation, customer methods of operation, requirements, preferences and history of dealings with the Company), vendor lists, vendor information (including, without limitation, their history of dealings with the Company), Participant files, skills, performance and qualifications of the Company’s personnel, other confidential information and trade secrets, secret formulations, techniques, methods, processes, technical information, business informationinventions (whether patented or unpatented), technical data, trade secretscopyrights, know-how, ways of doing businessalgorithms, computer programs, computer codes and related documentation, processes, research, requirementsdevelopment, supplier listslicenses, customer listspermits, prospect listsand compilations of any of the foregoing information relating to the actual or anticipated business of the Company, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential. “Confidential Information” does not include information regarding Participants’ terms and conditions of employment or other proprietary documents rights protected under the National Labor Relations Act. (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee c) Participant understands and agrees that said information may constitute a Participant’s agreement not to use or disclose Confidential Information and trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also includesecrets includes, but is not be limited to, any materialsthat Participant will not, information directly or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is indirectly: (i) use Company trade secrets to identify or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder target existing customers for Participant’s own personal benefit or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request firm or entity; (ii) use trade secrets to facilitate the solicitation, for Participant’s own personal benefit or the benefit of any other firm or entity, of any existing customers; and/or (iii) use trade secrets to otherwise unfairly compete with the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:d)

Confidentiality and Trade Secrets. Employee acknowledges and agrees that that, in prior meetings with other employees, representatives, officers and directors of the Company Company, Employee has a or will, during the term of employment, have access to, become acquainted with, and/or develop or invent various Trade Secrets and proprietary interest in (1) its relationships with its customersinformation consisting of and including, clientswithout limitation, associates and agents and (2) its business methodsformulas, systemsprocesses, plans, business planscharts, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniquesconcepts, procedures, hardware configurationcompilations, website design lists of data and information, softwarerecords, object codespecifications, source codedocuments, marketing materialcontracts, forecastsreports, business strategyforms, financesmanuals, accountingnames, records addresses, and telephone numbers and other information of customers, lenders, investors, or other proprietary documents identified prospective customers, lenders, or investors (hereinafter all of which shall the foregoing sometimes collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing"Trade Secrets") which are owned or have been or subsequently are developed, confidential information would also includecompiled, but not be limited to, any materials, information organized or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment invented by the Company, he shall not (other than pursuant to his duties hereunder the Employee, or with the prior written consent of a duly authorized representative of the Company) disclose's other employees. Employee, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company and as a condition of this Agreement, expressly agrees that Employee shall not disclose any of the Trade Secrets, directly or indirectly; use them in any way; or claim proprietary ownership interest therein, either during or after the term of this Agreement except as required in the performance of Employee's duties hereunder or as expressly authorized by the written consent and permission of the Company after full explanation and disclosure of any such proposed use or disclosure by the Employee to the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee further acknowledges and agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential informationTrade Secrets, as defined above, whether now existing or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property hereafter developed are and shall at all times be delivered owned solely and exclusively by Employee to the Company upon expiration and Employee shall have no ownership interest therein or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:rights thereto.

Confidentiality and Trade Secrets. Employee agrees that the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said confidential information may constitute a trade secret and that a violation of this provision Section VIII may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also includeincludes, but is not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section VIII shall survive the expiration or termination of this Agreement, or any part thereof thereof, without regard, regard to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the AgreementVIII, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salarythen Base Salary. The Company agrees the Company that it has no proprietary interest in the following information:

Confidentiality and Trade Secrets. Employee agrees Provisional acknowledges that the Company manuals, methods, forms, techniques and systems which it has a proprietary interest in (1) sold to Stratus whether for its relationships own use or for use by or with its customers, clients, associates are confidential trade secrets and agents and (2) its are the property of Stratus. Provisional further acknowledges that it has had access to confidential information concerning the Acquired Business' clients, including their business methodsaffairs, systemsspecial needs, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways preferred methods of doing business, researchmethods of operation, requirementskey contact personnel and other data, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred provides Stratus with a competitive advantage and none of which is readily available except to Provisional and employees of Stratus. Provisional further acknowledges that it has had access to the names, addresses, telephone numbers, qualifications, education, accomplishments, experience, availability, resumes and other data regarding persons who have applied or been recruited for temporary or permanent employment by the Acquired Business, as well as job order specifications and the “particular characteristics and requirements of persons generally hired by a client, specific job listings, mailing lists, computer runoffs, financial and other information, all of which provides Stratus with a competitive advantage and none of which is readily available except to Provisional and employees of Stratus. Provisional agrees that all of the foregoing information regarding the Acquired Business' methods, clients and employees constitutes valuable and proprietary trade secrets and confidential information”information of Stratus (hereafter "Confidential Information"). Employee NON-COMPETITION AGREEMENT ------------------------- Provisional agrees that said information may constitute it shall not, for a trade secret and that a violation period of this provision may constitute an unfair business practice. Without limiting twenty-four (24) months from the generality date of the foregoingAsset Purchase Agreement either directly or indirectly, confidential information would also includeon its own account or as agent, but not be limited tostockholder, employer, or otherwise in conjunction with any materialsother person or entity, information or documents marked engage in competition with the word “confidential.” ThereforeAcquired Business, Employee or action concert with a business in competition with the Acquired Business; nor will it solicit accounts, personnel, or engage in any other competitive activities related to the Acquired Business. Provisional acknowledges that doing so in any manner would interfere with, diminish and otherwise jeopardize and damage the business and goodwill of the Acquired Business. NON-DISCLOSURE AGREEMENT ------------------------ Provisional agrees that except as directed by Stratus, it will not at any time use for any reason or disclose to any person any of the Confidential Information of the Acquired Business or permit any person to examine and/or make copies of any documents which may contain or are derived from Confidential Information, whether prepared by Provisional or otherwise, without the prior written permission of Stratus in the retained business. AGREEMENT NOT TO COMPETE FOR ACCOUNTS OR PERSONNEL -------------------------------------------------- Provisional agrees that during all times that he is the forty-eight (48) months after the Asset Purchase Agreement it will not, directly or has been employed by indirectly, contact, solicit, divert, take away or attempt to contact, solicit, divert or take away any staff employee, temporary personnel, customer, account, business or goodwill from Stratus in the Company Acquired Business, either for Provisional's own benefit or some other person or entity, and after employment by will not aid or assist any other person or entity to engage in any such activities. This Agreement shall be subject to the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative provisions of the Company) discloseAsset Purchase Agreement with respect to events of default and remedies. STRATUS SERVICES GROUP, deliverINC. PROVISIONAL: /s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxxx ------------------------------------ ----------------------------------- Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxx as Executive Vice President and President and Individually Chief Financial Officer /s/ Xxxxxx Xxxxx ----------------------------------- Xxxxxx Xxxxx, disseminateIndividually /s/ Xxxx Xxxxxx ----------------------------------- Xxxx Xxxxxx, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:Individually

Confidentiality and Trade Secrets. Employee acknowledges and agrees that that, in prior meetings with other employees, representatives, officers and directors of the Company Companies, Employee has a or will, during the term of employment, have access to, become acquainted with, and/or develop or invent various Trade Secrets and proprietary interest in (1) its relationships with its customersinformation consisting of and including, clientswithout limitation, associates and agents and (2) its business methodsformulas, systemsprocesses, plans, business planscharts, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniquesconcepts, procedures, hardware configurationcompilations, website design lists of data and information, softwarerecords, object codespecifications, source codedocuments, marketing materialcontracts, forecastsreports, business strategyforms, financesmanuals, accountingnames, records addresses, and telephone numbers and other information of customers, lenders, investors, or other proprietary documents identified prospective customers, lenders, or investors (hereinafter all of which shall the foregoing sometimes collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing"Trade Secrets") which are owned or have been or subsequently are developed, confidential information would also includecompiled, but not be limited to, any materials, information organized or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed invented by the Company and after employment by Companies, the CompanyEmployee, he shall not (or the Companies' other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) discloseemployees. Employee, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company)Companies and as a condition of this Agreement, expressly agrees that Employee shall not disclose any of the Trade Secrets, directly or allow indirectly; use them in any way; or claim proprietary ownership interest therein, either during or after the term of this Agreement except as required in the performance of Employee's duties hereunder or as expressly authorized by the written consent and permission of the Companies after full explanation and disclosure of any such proposed use of or disclosure by a third party, any confidential information the Employee to any person, firm, corporation or other entitythe Companies. Employee further acknowledges and agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential informationTrade Secrets, as defined above, whether now existing or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property hereafter developed are and shall at all times be delivered owned solely and exclusively by the Companies and Employee to the Company upon expiration shall have no ownership interest therein or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:rights thereto.

Confidentiality and Trade Secrets. Employee acknowledges and agrees that that, in prior meetings with other employees, representatives, officers and directors of the Company has a Company, Employee will, during the term of employment, have access to, become acquainted with, and/or develop or invent various Trade Secrets and proprietary interest in (1) its relationships with its customersinformation consisting of and including, clientswithout limitation, associates and agents and (2) its business methodsformulas, systemsprocesses, plans, business planscharts, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniquesconcepts, procedures, hardware configurationcompilations, website design lists of data and information, softwarerecords, object codespecifications, source codedocuments, marketing materialcontracts, forecastsreports, business strategyforms, financesmanuals, accountingnames, records addresses, and telephone numbers and other information of customers, lenders, investors, or other proprietary documents identified prospective customers, lenders, or investors (hereinafter all of which shall the foregoing sometimes collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing"Trade Secrets") which are owned or have been or subsequently are developed, confidential information would also includecompiled, but not be limited to, any materials, information organized or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment invented by the Company, he shall not (other than pursuant to his duties hereunder the Employee, or with the prior written consent of a duly authorized representative of the Company) disclose's other employees. Employee, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company and as a condition of this Agreement, expressly agrees that Employee shall not disclose any of the Trade Secrets, directly or indirectly; use them in any way; or claim proprietary ownership interest therein, either during or after the term of this Agreement except as required in the performance of Employee's duties hereunder or as expressly authorized by the written consent and permission of the Company after full explanation and disclosure of any such proposed use or disclosure by the Employee to the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee further acknowledges and agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential informationTrade Secrets, as defined above, whether now existing or made available to Employee concerning the Company’s businesshereafter developed, shall be the Company’s exclusive property are and shall at all times be delivered owned solely and exclusively by Employee to the Company upon expiration and Employee shall have no ownership interest therein or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information:rights thereto.

Confidentiality and Trade Secrets. Employee agrees that the Company has a proprietary interest in (1) its relationships with its customers, clients, associates and agents and (2) its business methods, systems, plans, business plans, policies, technologies, algorithms, advancements, innovations, trouble-shooting practices, designs, drawings, illustrations, graphics, photographs, estimates, blueprints, employee manuals, purchase order forms, price lists, memoranda, notes, proprietary information, business information, technical data, trade secrets, know-how, ways of doing business, research, requirements, supplier lists, customer lists, prospect lists, markets, developments, inventions, processes, formulae, technologies, techniques, procedures, hardware configuration, website design information, software, object code, source code, marketing material, forecasts, business strategy, finances, accounting, records or other proprietary documents (hereinafter all of which shall collectively be referred to as the “confidential information”). Employee agrees that said information may constitute a trade secret and that a violation of this provision may constitute an unfair business practice. Without limiting the generality of the foregoing, confidential information would also include, but not be limited to, any materials, information or documents marked with the word “confidential.” Therefore, Employee agrees that during all times that he is or has been employed by the Company and after employment by the Company, he shall not (other than pursuant to his duties hereunder or with the prior written consent of a duly authorized representative of the Company) disclose, deliver, disseminate, reproduce, make any use of (except for the benefit of the Company), or allow any use of by a third party, any confidential information to any person, firm, corporation or other entity. Employee agrees that all promotional literature, printed material, internal and external correspondence, and other documents made or compiled by Employee containing any and all confidential information, as defined above, or made available to Employee concerning the Company’s business, shall be the Company’s exclusive property and shall be delivered by Employee to the Company upon expiration or termination of this Agreement or at any other time upon request of the Company. The provisions of this Section shall survive the expiration or termination of this Agreement, or any part thereof without regard, to the reason therefore. Employee hereby acknowledges that the services to be rendered by him are of a special, unique and extraordinary character and, in connection with such services; he will have access to said confidential information concerning the Company’s business. Employee agrees that in the event of a breach of this Section of the Agreement, the Company shall, in addition to injunctive relief, be entitled to seek to recover the greater of either: (1l) any amount of damages awarded to the Company in a civil action for damages arising from said breach, or (2) liquidated damages in the amount equal to Employee’s base salary. The Company agrees the Company has no proprietary interest in the following information: