Common use of Disclosure of Confidential Information Clause in Contracts

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.

Disclosure of Confidential Information. The Confidential and Proprietary Information (hereinafter Confidential Information) is defined to include, but is not limited to, Company has developed confidential books; records; compilations of information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies ; processes; teaching methods and techniques, budgets, pricing strategies, identity ; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of national accountspast, customer lists, present and prospective customers of the Company; processes or methods of operating, service systems, training programs by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other trade secrets information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and information about material relating to any customer, vendor, licensor, licensee or other party transacting business with the business in which Company. Confidential Information is developed and will be developed by or for the Company at great expense. Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is engaged that is not already known to the public and gives the Company an opportunity public. Employee agrees not to obtain an advantage over competitors who do not know release, use or disclose any Confidential Information or permit any person to examine and/or make copies of such information (collectively, “any documents which contain or are derived from Confidential Information”), provided that except with the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information written permission of the Company. Executive may also be exposed to and work with Employee shall not make use of any Confidential Information for his or her own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company and its affiliates and subsidiaries is critical to the Company’s success and that business. Employee will not, during or after the Company and its affiliates and subsidiaries have invested substantial sums term of money in developing his or her employment, use or disclose the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information list of the Company’s customers or any part thereof to any person, its affiliatesfirm, and/or its subsidiaries corporation, association, or other entity for any reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that may be upon request by the Company, and in Executiveany event upon termination of employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his or her control will which may contain or be delivered by Executive derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee’s services to the Company promptly upon whether or not such material is at the date hereof in Employee’s possession. Employee agrees that he or she shall have no proprietary interest in any work product developed or used by Employee arising out of his or her employment by the Company. Employee shall, from time to time as may be requested by the Company, do all things which may be necessary to establish or document the Company’s requestownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestimmediately, with no request being required.

Disclosure of Confidential Information. The Company has developed Each of Marathon, USX and Ashland (each, a “Disclosing Party”) hereby agrees that during the Term of the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which relating to the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information its subsidiaries (collectively, “Confidential Information”), provided ) except pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the other parties hereto which expressly provides that the term other parties hereto shall be a beneficiary thereof (a “Confidentiality Agreement”). The foregoing restriction on disclosure of Confidential Information” Information shall not include apply to (i) any such information that, prior to its use which is or disclosure by Executive, can be shown to have been in becomes part of the public domain or generally known or available to customers, suppliers or competitors of the Company through no fault or breach of the provisions of this Agreement or other non-disclosure covenantsDisclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any such of its subsidiaries under a requirement of confidentiality; (iii) information that, prior to its disclosure received by the Executive, was rightfully in the receiving Disclosing Party from a third party’s possession; provided that the Disclosing Party, without violation after reasonable inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party shall give the Company timely notice of the provisions service of this Agreement the subpoena or other non-disclosure covenantsprocess so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (iiivi) any such information thatwhich is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, prior a Disclosing Party shall be permitted to disclose Confidential Information to its disclosure by directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its “Representatives”) if the Executive, was independently developed by the receiving third party without violation Disclosing Party informs its Representatives of the provisions confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person. Each Disclosing Party shall be responsible for any breach of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and Section 14.02 by its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestRepresentatives.

Disclosure of Confidential Information. The Company has developed Each of the Parties -------------------------------------- shall protect all Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential informationor proprietary information of like importance, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements but in any case using no less than a reasonable degree of national accounts, customer lists, methods care. Each of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known Parties may disclose Confidential Information to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information thatits Affiliates who agree, prior in advance, in writing, to its be bound by the restrictions on disclosure and use or disclosure by Executiveset forth in this Section 6.9, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; and (ii) any such information that, prior to its disclosure by employees and consultants, and its Affiliates' employees and consultants, who have a need to know, for the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions purpose of this Agreement or other non-Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure covenants; and (iii) under the terms of a written agreement. Confidential Information shall not otherwise be disclosed to any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation the prior written consent of the provisions of this Agreement Parties; provided, however, that the Buyer may publish, -------- ------- disseminate or otherwise disclose or reveal in any manner any Business Intellectual Property Rights. In the event that a Party is required by law, regulation or court order to disclose any Confidential Information, such Party will promptly notify the other Parties in writing prior to making any such disclosure in order to facilitate the other Parties seeking a protective order or other non-appropriate remedy from the proper authority. The Parties not seeking to disclose the Confidential Information agree not to impede with the Party seeking such order or other remedy. The Party seeking to disclose the Confidential Information further agrees that if such Party is not successful in precluding the requesting legal body from requiring the disclosure covenants. In performing duties for of the CompanyConfidential Information, Executive regularly it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing accorded the Confidential Information. While Executive The term "Confidential Information" does not include information which (i) was publicly known at the time of a Party's communication thereof to the recipient, (ii) becomes publicly known through no fault of the recipient subsequent to the time of its communication thereof to the recipient, (iii) was in the recipient's possession free of any obligation of confidence at the time of its communication thereof to the recipient, (iv) is employed developed by the Company recipient independently of and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate without reference to any person or entity any of the Confidential Information of Companyor other information that the disclosing Party disclosed in confidence to any third party, its affiliates, and/or its subsidiaries unless specifically directed (v) is rightfully obtained by the Company recipient from third parties authorized to do so in writing, provided that nothing herein shall prohibit make such disclosure without restriction; or (vi) is identified by the Executive from disclosing Confidential Information Party as required by law no longer proprietary or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestconfidential.

Disclosure of Confidential Information. The Company has developed confidential information, strategies Either party may disclose Confidential Information in any of the following circumstances: By agreement in writing: if the Retailer and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business Distributor agree in which the Company is engaged that is not known writing to the public and gives disclosure of the Company an opportunity to obtain an advantage over competitors who do not know information; Provided in this agreement: if disclosure is expressly provided for under the terms of such information (collectively, “this agreement; Public domain: if at the time of receipt by the party the Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been Information is in the public domain or generally known if, after the time of receipt by either party, the Confidential Information enters the public domain (except where it does so as a result of a breach by either party of its obligations under this clause 22 or available a breach by any other person of that person’s obligation of confidence); Required to customersdisclose: if either party is required to disclose Confidential Information by: law (including the Code), suppliers or competitors by any statutory or regulatory body or authority; or any judicial or other arbitration process; or the regulations of any stock exchange on which the share capital of either party is from time to time listed or dealt in; Released to employees, directors, agents or advisors: if the Confidential Information is released to the employees, directors, agents or advisors of the Company through no party, provided that: the information is disseminated only on a “need to know” basis; recipients of the Confidential Information will be made fully aware of the party’s obligations of confidence in relation thereto; and any copies of the information clearly identify it as Confidential Information; Released to a bona fide potential purchaser: if the Confidential Information is released to a bona fide potential purchaser of the business or any part of the business of the Distributor or the Retailer, subject to that bona fide potential purchaser having signed a confidentiality agreement enforceable by the other party in a form that reflects the obligations in the agreement; Released to a Consumer: if the Confidential Information relates to a Consumer and the Consumer has requested the release of the information. Limit for breach: A party’s liability for breach of this clause 22 will not be limited by clause 26. Unauthorised disclosure: For the provisions avoidance of this Agreement or other non-doubt, a party will be responsible for any unauthorised disclosure covenants; (ii) any such information that, prior to its disclosure of Confidential Information made by the Executive, was rightfully in the receiving third that party’s possessionemployees, without violation of the provisions of this Agreement directors, agents or other non-disclosure covenants; advisors and (iii) any such information that, prior by a bona fide potential purchaser to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with whom Confidential Information of the Companyhas been disclosed by that party under clause 22.2(f). Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.FORCE MAJEURE

Disclosure of Confidential Information. The Company has developed confidential information, strategies Confidential and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information Proprietary Information (collectively, “Confidential Information”)) is defined to include, provided but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the Company. Employee hereby acknowledges that Confidential Information is developed and will be developed by or for the Company at great expense. Employee will have access to and receive Confidential Information and agrees, during the term “Confidential Information” shall not include (i) any such of employment and forever thereafter, to keep confidential all information that, prior to its use or disclosure provided by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed excepting only such information as is already known to and work with the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the Chief Executive Officer and/or President of the Company. Executive may also be exposed to and work with Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company and its affiliates and subsidiaries is critical to the Company’s success and that business. Employee will not, during or after the Company and its affiliates and subsidiaries have invested substantial sums term of money in developing Employee’s employment, use or disclose the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information list of the Company’s customers or any part thereof to any person, its affiliatesfirm, and/or its subsidiaries that may be in Executive’s possession corporation, association, or control will be delivered by Executive to the Company promptly upon the Company’s requestother entity for any reason or purpose whatsoever.

Disclosure of Confidential Information. The Company has developed confidential informationAs used herein, strategies "Confidential Information" means any and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and all information about affecting or relating to the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates Affiliates, including without limitation, financial data, customer lists and subsidiaries data, licensing arrangements, business strategies, pricing information, product development, intellectual, artistic, literary, dramatic or musical rights, works, or other materials of any kind or nature (whether or not entitled to protection under applicable copyright laws, or reduced to or embodied in any medium or tangible form), including without limitation, all copyrights, patents, trademarks, service marks, trade secrets, contract rights, titles, themes, stories, treatments, ideas, concepts, technologies, art work, logos, hardware, software, and as may be embodied in any and all computer programs, tapes, diskettes, disks, mailing lists, lists of actual or prospective customers and/or suppliers, notebooks, documents, memoranda, reports, files, correspondence, charts, lists and all other written, printed or otherwise recorded material of any kind whatsoever and any other information, whether or not reduced to writing, including "know-how", ideas, concepts, research, processes, and plans. "Confidential Information" does not include information that is critical to in the public domain, information that is generally known in the trade, or information that Executive can prove he acquired wholly independently of his employment with the Company’s success and that . Executive shall not, at any time during the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Term or thereafter, directly or indirectly, disclose or furnish to any other person, firm or corporation any Confidential Information. While Executive is employed by , except in the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show course of the proper performance of his duties hereunder or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law (in which event Executive shall give prior written notice to Company and shall cooperate with Company and Company's counsel in complying with such legal requirements). Promptly upon the expiration or pursuant to legal process. Executive agrees that termination of Executive's employment hereunder for any reason or whenever Executive’s employment with the Company ends for any reasonso requests, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive shall surrender to the Company promptly upon all documents, drawings, work papers, lists, memoranda, records and other data (including all copies) constituting or pertaining in any way to any of the Company’s requestConfidential Information.

Disclosure of Confidential Information. (a) The Company Employee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; analysis and written appraisal of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges that he has developed and will be acquiring confidential informationinformation concerning the Corporation and the Business and that, strategies among other things, his knowledge of the Business will be enhanced through his employment by the Corporation. Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and programshas been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, which include customer listsEmployee will not, prospectsat any time, listsduring or after the term of this Agreement, expansion and acquisition plansreveal, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not divulge or make known to any person, any information which is treated as confidential by the public Corporation and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been otherwise in the public domain or generally previously known to him. Employee agrees that all materials or available to customers, suppliers or competitors copies thereof containing confidential information of the Company through no breach Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the provisions Corporation (except as reasonably necessary in the discharge of this Agreement Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation termination of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s Employee's employment with the Company ends for Corporation. After such delivery, Employee shall not retain any reason, all documents containing such materials or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestcopies thereof.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business Unless otherwise agreed to in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure writing by the ExecutiveProvider, was rightfully in the receiving third party’s possessionRecipient agrees as follows: except as required by law, without violation of the provisions of this Agreement not to disclose or other non-disclosure covenants; and (iii) reveal any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any other than its Representatives who are actively and directly participating in or advising on the evaluation, consummation, approval, development, investment, financing, construction or operation of the Project, and where the Companies are the Recipient, Companies’ operation as an electric utility (the “Acceptable Purposes”), or those Representatives who otherwise need to know the Confidential Information for such Acceptable Purposes. not to use Confidential Information for any purpose other than in connection with the Acceptable Purposes. except as required by law, not to disclose to any person or entity (other than those of Companyits Representatives who are actively and directly participating in the Acceptable Purposes or those Representatives who otherwise need to know such Confidential Information for such Acceptable Purposes) any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Critical Infrastructure Confidential Information has been made available to the Recipient or its affiliatesRepresentatives. to use diligent efforts to safeguard and protect the confidentiality of the Confidential Information, and/or including, at minimum, implementing the same commercial measures that the Recipient uses to protect its subsidiaries unless specifically directed own confidential information. Before disclosing the Confidential Information to any Representative, the Recipient will inform such Representative of the confidential nature of such information, their duty to treat the Confidential Information in accordance with this Agreement and shall ensure that such Representative is legally bound by the Company terms and conditions of this Agreement or subject to do so in writingconfidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement. Any provision herein to the contrary notwithstanding, the Companies and IPP may disclose Confidential Information to (i) the Commission’s independent observer, provided that nothing herein shall prohibit such disclosure is made pursuant to a non-disclosure agreement with the Executive from disclosing independent observer; and (ii) the Commission and/or the State of Hawai‘i Division of Consumer Advocacy (including their respective staffs) provided that such disclosure is made under a protective order entered in the docket or proceeding with respect to which the disclosure will be made or any general protective order entered by the Commission. If IPP is a party or participant in the docket or proceeding under which disclosure of IPP’s Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment is being sought, IPP shall be solely responsible for providing the Justification associated with the Company ends for any reason, all documents containing or referring to such Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestInformation.

Disclosure of Confidential Information. The Company has developed confidential informationCOVENANT NOT TO COMPETE. Employee acknowledges that certain information whether written or oral, strategies concerning the Company, including but not limited to general business operations, or any other ideas and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about similar items relating to the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of (referred to herein as "Confidential Information") whether prepared or generated by Employee or the provisions of Company pursuant to this Agreement or other non-disclosure covenants; (ii) any such information thatotherwise coming into the possession or knowledge of Employee shall remain the exclusive, prior confidential property of the Company except to its disclosure the extent expressly authorized in writing by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; Company for dissemination. Employee further acknowledges and (iii) any agrees that all such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information constitutes trade secrets of the Company. Executive may also be exposed to During the term of this Agreement and work with the Restricted Period (hereinafter defined), Employee shall not disclose any of such Confidential Information of to any third party without the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information prior written consent of the Company and its affiliates shall take all reasonable steps and subsidiaries is critical actions necessary to maintain the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums confidentiality of money in developing the such Confidential Information. While Executive is employed Employee shall not use any of such Confidential Information in any manner whatsoever during the Restricted Period, without the Company's express prior written consent. In consideration of the obligations undertaken by the Company and herein, Employee will not, at any time, during or after such his employment ends for any reason, Executive will never reproduce, publish, disclose, usehereunder, reveal, show divulge or otherwise communicate make known to any person or entity person, any Confidential Information acquired by Employee during the course of Companyhis employment. During the term of this Agreement and the Restricted Period, its affiliates, and/or its subsidiaries unless specifically directed Employee shall not within 200 miles of any ice manufacturing facility owned or operated by the Company or any of its subsidiaries be employed by (as an officer, director, employee, consultant or independent contractor) engage in, or have any interest in any person, firm, corporation or business (whether as a shareholder, creditor, partner, consultant, holder of any beneficial interest or otherwise other than as a beneficial holder of not more than 1% percent of the outstanding voting stock of a company having at least 500 holders of voting stock) that engages in the business of manufacturing, producing, storing, selling or distributing ice. During the Restricted Period, Employee shall not solicit or attempt to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with solicit any employee of the Company ends for any reason, all documents containing or referring in attempt to Confidential Information encourage the employee to leave the employ of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.

Disclosure of Confidential Information. The Company has developed Each of Marathon, USX and Ashland (each, a "Disclosing Party") hereby agrees that during the Term of the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which relating to the Company is engaged that is not known and its subsidiaries ("Confidential Information") except pursuant to a confidentiality agreement in form and substance reasonably satisfactory to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided other parties hereto which expressly provides that the term “other parties hereto shall be a beneficiary thereof (a "Confidentiality Agreement"). The foregoing restriction on disclosure of Confidential Information” Information shall not include apply to (i) any such information that, prior to its use which is or disclosure by Executive, can be shown to have been in becomes part of the public domain or generally known or available to customers, suppliers or competitors of the Company through no fault or breach of the provisions of this Agreement or other non-disclosure covenantsDisclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any such of its subsidiaries under a requirement of confidentiality; (iii) information that, prior to its disclosure received by the Executive, was rightfully in the receiving Disclosing Party from a third party’s possession; provided that the Disclosing Party, without violation after reasonable inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party shall give the Company timely notice of the provisions service of this Agreement the subpoena or other non-disclosure covenantsprocess so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (iiivi) any such information thatwhich is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, prior a Disclosing Party shall be permitted to disclose Confidential Information to its disclosure by directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its "Representatives") if the Executive, was independently developed by the receiving third party without violation Disclosing Party informs its Representatives of the provisions confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person. Each Disclosing Party shall be responsible for any breach of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and Section 14.02 by its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestRepresentatives.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business Unless otherwise agreed to in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure writing by the ExecutiveProvider, was rightfully in the receiving third party’s possessionRecipient agrees as follows: except as required by law, without violation of the provisions of this Agreement not to disclose or other non-disclosure covenants; and (iii) reveal any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any other than its Representatives who are actively and directly participating in the evaluation of the Project or who otherwise need to know the Confidential Information for the purpose of Company, its affiliates, and/or its subsidiaries unless specifically directed by evaluating the Company Project. not to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing use Confidential Information for any purpose other than in connection with its evaluation of the Project or the consummation of the Project. except as required by law law, not to disclose to any person or pursuant entity (other than those of its Representatives who are actively and directly participating in the evaluation of the Project or who otherwise need to legal processknow for the purpose of evaluating the Project) any information about the Project, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof, or the fact that Proprietary Information has been made available to the Recipient or its Representatives. Executive agrees to use diligent efforts to safeguard and protect the confidentiality of the Confidential Information, including, at minimum, implementing the same commercial measures that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring Recipient uses to protect its own confidential information. Before disclosing the Confidential Information to any Representative, the Recipient will inform such Representative of the Companyconfidential nature of such information, its affiliatestheir duty to treat the Confidential Information in accordance with this Agreement and shall ensure that such Representative is legally bound by the terms and conditions of this Agreement or subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement. Any provision herein to the contrary notwithstanding, the Companies may disclose Confidential Information to the State of Hawai‘i Public Utilities Commission (“Commission”) and/or its subsidiaries the State of Hawai‘i Division of Consumer Advocacy (including their respective staffs) provided that may be such disclosure is made under a protective order entered in Executive’s possession the docket or control proceeding with respect to which the disclosure will be delivered made or any general protective order entered by Executive to the Company promptly upon the Company’s requestCommission.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which At all times during his or her employment with the Company is engaged that is not known and thereafter, Employee will hold the Confidential Information in strictest confidence and Employee will not, directly or indirectly, disclose, communicate, reproduce, copy, publish, license, distribute, modify, adapt, transmit, reverse engineer, decompile, disassemble or use any Confidential Information, except (a) as may be necessary for Employee to perform his or her duties as an employee of the Company for the exclusive benefit of the Company or (b) to the public and gives extent an officer of the Company an opportunity expressly authorizes such in writing. Employee will take all appropriate action, whether by instruction, agreement or otherwise, to obtain an advantage over competitors who do not know ensure the protection, confidentiality, and security of such information (collectively, “the Confidential Information and to satisfy Employee’s obligations under this Agreement. Employee agrees to comply with all of the Company’s policies or regulations relating to the protection and confidentiality of Confidential Information”), provided that including policies governing IT resources and communications systems. Employee will notify the Company immediately upon discovery of any loss, misuse, misappropriation or disclosure of Confidential Information or any other breach of this Agreement by Employee, and Employee will cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. For purposes of this Agreement, the term “Confidential Information” shall means all information that is possessed by or developed for the Company and which relates to the Company’s existing or potential business, which information is not include (i) any such reasonably knowable by the Company’s competitors or by the general public through lawful means and has commercial value. Such Confidential Information includes, but is not limited to, information thatregarding the Company’s operations, prior to its use research and development efforts, plans for products or disclosure by Executiveservices, can be shown to have been in the public domain or generally known or available to methods of doing business, business strategies, customers, suppliers or competitors suppliers, service providers, manufacturers, business relations, product prices and costs, markets, marketing plans, budgets and forecasts, financial information and/or Inventions, as well as information regarding the skills and compensation of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information employees of the Company. Executive may also be exposed to and work with Confidential Information may be oral, written, recorded magnetically or electronically or otherwise stored, and may be that which Employee originates as well as that which otherwise comes into the possession or knowledge of Employee. Confidential Information does not include information that is or becomes generally known to the public, other than through a wrongful act. For non-management employees only, Confidential Information does not include information lawfully acquired or created by a non-management employee of the CompanyCompany about wages, hours or other terms and conditions of employment when used for purposes protected by §7 of the National Labor Relations Act. 3. Recognition of Co mpan y’s affiliates R ights. Employee acknowledges and subsidiaries. Executive acknowledges agrees that all Confidential Information will be the sole property of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive the sole owner of all patents, patent applications, design patents or registration, design patent applications, copyrights, mask works, trade secrets and all other intellectual property rights throughout the world (collectively, "Proprietary Rights") in connection therewith. Accordingly, Employee hereby assigns to the Company promptly upon the Company’s request.any rights Employee may have or

Disclosure of Confidential Information. The Company has developed Except as required in the performance of their duties to the Company, during the term of employment and for a period of five (5) years after termination of such employment, Employee shall treat as confidential informationand shall not, strategies directly or indirectly, use, disseminate, disclose, publish, or otherwise make available to any person, firm, corporation, unincorporated association or other entity any Confidential and programsProprietary Information or any portion thereof. Upon termination of his employment with the Company, which include customer listsall papers, prospectsdocuments, records, lists, expansion notebooks, files, and acquisition planssimilar items containing Confidential and Proprietary Information, market researchincluding copies thereof, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been then in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s Employee's possession, without violation of the provisions of this Agreement whether prepared by him or other non-disclosure covenants; and (iii) any such information thatothers, prior shall be promptly returned to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information If at any time after the termination of employment, the Company’s affiliates and subsidiaries. Executive acknowledges Employee determines that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity she has any Confidential and Proprietary Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s her possession or control will be delivered by Executive control, he shall immediately return to the Company promptly upon all such Confidential and Proprietary Information, including all copies and portions thereof. Employee agrees to waive his/her right to consult with, hire, or retain attorneys Xxxx Xxxxxx and Xxxxxxx Xxxxxx and/or any other person or lawyer affiliated with the Companylaw firm of Hall, Ansley, PC, located at 0000 X Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000 as it relates to the negotiation, interpretation, application or enforcement of the EMPLOYMENT AGREEMENT AND NDA or another contractual and/or employment matters involving the EUSTASIS, its owners, affiliates, and the EMPLOYEE. This waiver applies to attorneys Xxxx Xxxxxx and Xxxxxxx Xxxxxx and any law firm Pihana and Xxxxxx affiliate with now and in the future. Employee also agrees to avoid retaining Xxxxx Xxxx law firm in Arkansas and Missouri, and Xxxx Xxxx and his firm; Xxxx Xxxxxx- and the firm of Ellis, Johnson, and Xxxxxxx. This waiver does not limit the EMPLOYEE’s requestright to retain legal counsel other than those specifically identified in this paragraph as it relates to the negotiation, interpretation, application or enforcement of the EMPLOYMENT AGREEMENT AND NDA or another contractual and/or employment matters involving the EUSTASIS and the EMPLOYEE.

Disclosure of Confidential Information. (1) The Company Employee hereby acknowledges that the principal business of the Corporation is the production of video and audio public relations materials for distribution to news media and the distribution by satellite or other means to television and radio stations and news media services; distribution of public relations text, audio and video to news media and the general public via satellite, cassette, Internet, wire or other means; distribution of press releases by mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; analysis and written appraisal of public relations and public affairs campaigns as determined through press clipping review, either on paper, video or audio tape or electronic database searches and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges that he has developed knowledge of the Business and has been and will be acquiring confidential informationinformation concerning the Corporation and the Business and that, strategies among other things, his knowledge of the Business will be enhanced through his employment by the Corporation. Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and programshas been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, which include customer listsEmployee will not, prospectsat any time, listsduring or after the term of this Agreement, expansion and acquisition plansreveal, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not divulge or make known to any person, any information which is treated as confidential by the public Corporation and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been otherwise in the public domain or generally previously known to him. Employee agrees that all materials or available to customers, suppliers or competitors copies thereof containing confidential information of the Company through no breach Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the provisions Corporation (except as reasonably necessary in the discharge of this Agreement Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation termination of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s Employee's employment with the Company ends for Corporation. After such delivery, Employee shall not retain any reason, all documents containing such materials or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestcopies thereof.

Disclosure of Confidential Information. 14. The Employee agrees, during the term of employment and forever thereafter, to keep confidential and not to use himself all information provided by or related to the Company has developed confidential informationincluding, strategies without limitation (i) information relating to the software, algorithms, computer processing systems and programstechniques with which the Employee becomes familiar as an employee of the Company, which include (ii) information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with the Company, (iii) information as to sources of, and arrangements for, hardware supplied to customers or clients of the Company, (iv) customer or contact lists, prospects(v) all records, files, memoranda, reports, price lists, expansion and acquisition drawings, plans, market researchsketches, sales systemsdocuments, marketing programsequipment, computer systems and programsthe like, product development strategiesrelating to the business of the Company, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, or (vi) any other confidential information or trade secrets and information about respecting the business in or affairs of the business of the Company, or affairs of the Company which the Company Employee may acquire or develop in connection with or as a result of the performance of his services hereunder ("Confidential Information"), excepting only such information as is engaged that is not already known to the public public, and gives not to release, use or disclose the same except with the prior written permission of the Company. The Employee recognizes that the disclosure or use by himself of Confidential Information by the Employee may give rise to irreparable injury to the Company, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Employee of the provision of this paragraph, the Company shall be entitled to an opportunity injunction restraining the Employee from using the Confidential Information himself, from disclosing, in whole or in part, the Confidential information, or from rendering any services to obtain an advantage over competitors who do not know of such information (collectivelyany person, “firm, corporation, association or other entity to whom Confidential Information”), provided that in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting the term “Confidential Information” shall not include (i) Company from pursuing any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or other remedies available to customers, suppliers or competitors of the Company through no for such breach or threatened breach, including the recovery of damages from the provisions Employee. The within undertakings shall survive the termination or cancellation of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestEmployee's employment.

Disclosure of Confidential Information. The Company has developed confidential informationExcept to the extent absolutely required in the performance of his duties and obligations to Valero as expressly authorized herein, strategies or by prior written consent of a duly authorized officer or director of Valero, Mr. Xxxxxxx xxxl not, directly or indirectly, at any time during his employment with Valero, or at any time subsequent to the termination thereof, for any reason whatsoever, with or without cause, breach the confidence reposed in him by Valero by using, disseminating, disclosing, divulging or in any manner whatsoever disclosing or permitting to be divulged or disclosed in any manner to any person, firm, corporation, association or other business entity, trade secrets, secret methods or "Confidential Information" of Valero, nor will Mr. Xxxxxxx xxxture on or publish articles concerning any trade secrets, secret methods or "Confidential Information" of Valero. As used herein, the term "Confidential Information" means any and programsall information concerning Valero's products, which include customer listsprocesses, prospectssources of supply, listsand services, expansion and acquisition plans, market including information relating to research, sales systemsdevelopment, marketing programsinventions, computer systems and programsmanufacture, purchasing, accounting, engineering, marketing, merchandising, or the selling of any product development strategiesor products to any customers of Valero, manufacturing strategies and techniquesdisclosed to Mr. Xxxxxxx xx known by Mr. Xxxxxxx xx a consequence of or through his employment by Valero (or any parent, budgetssubsidiary or affiliated corporations of Valero) including, pricing strategiesbut not necessarily limited to, identity and requirements any person, firm, corporation, association or other business entity with which Valero has any type of national accountsagency agreement, customer listsor any shareholders, methods directors, or officers of operatingany such person, service systemsfirm, training programs and methodscorporation, association or other trade secrets and business entity, if such information about the business is not generally known in any industry in which Valero is or may become engaged during the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know term of such information (collectivelythis Agreement. On termination of employment with Valero, “all documents, records, notebooks, or similar repositories of or containing Confidential Information”), provided that the term “including all copies of any documents, records, notebooks, or similar repositories of or containing Confidential Information” shall not include (i) any such information that, prior to its use then in Mr. Xxxxxxx'x xxxsession or disclosure by Executive, can be shown to have been in the public domain or generally known or available possession of any third party under the control of Mr. Xxxxxxx xx pursuant to customersany agreement with Mr. Xxxxxxx, suppliers or competitors of the Company through no breach of the provisions of this Agreement xxether prepared by Mr. Xxxxxxx xx any other person, firm, corporation, association or other non-disclosure covenants; (ii) any such information thatbusiness entity, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered to Valero by Executive to the Company promptly upon the Company’s requestMr. Xxxxxxx.

Disclosure of Confidential Information. The Employee agrees that Employee has a fiduciary duty to Company has developed confidential informationand that Employee shall hold in confidence and shall not, strategies except in the course of performing Employee's employment obligations or pursuant to written authorization from Company, at any time during or for twenty-four (24) months after termination of Employee's relationship with Company (a) directly or indirectly reveal, report, publish, disclose or transfer the Confidential Information or any part thereof to any person or entity; (b) use any of the Confidential Information or any part thereof for any purpose other than for the benefit of Company; (c) assist any person or entity other than Company to secure any benefit from the Confidential Information or any part thereof or (d) solicit (on Employee's behalf or on behalf of any third party) any employee of Company for the purpose of providing services or products which Employee is prohibited from providing hereunder. For purposes of this Paragraph 4, Employee shall disclose Confidential Information in the course of performing Employee's employment obligations only to the Company's employees who have a need to know the Confidential Information, and programsEmployee shall use all necessary efforts to prevent inadvertent disclosure of Confidential Information to any employee of the Company who does not have a need to know the Confidential Information. Employee will immediately notify the Company in writing in the event Employee becomes aware of any independent use, which include customer listspublication, prospectsor disclosure of any Company's Trade Secrets or Confidential Information. No Confidential Information or Trade Secrets, listsor copies, expansion summaries or compilations of any kind, will be removed from the Company's premises including its intranet or any other virtual premises of the Company or the premises of the Company's customers under any circumstances whatsoever without prior written consent of the Company unless such access is in the usual course of business and acquisition plansfor the purpose of furtherance of the Company's business. Employee promises to return all Confidential Information and Trade Secrets, market research, sales systems, marketing programsincluding copies, computer systems and programsdownloads, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know summaries or compilations of such information (collectively, “Confidential Information”), provided to the Company upon termination of employment or at any other time at the request of the Company. Employee expressly recognizes that the term “taking of the Company's Trade Secrets or Confidential Information” Information by memory or other intangible means is and shall not include (i) be no different from the taking of any such information that, prior Trade Secrets or Confidential Information in a tangible form. The obligations of this Paragraph 4 shall terminate with respect to its use or disclosure by Executive, can be shown to have been any particular portion of the Confidential Information if: (a) it is in the public domain before or generally known during employment; or available (b) it enters the public domain subsequent to customerstermination and without any fault or disclosure on the part of Employee; or (c) Company releases Employee from restriction or (d) it is required to be disclosed by law, suppliers or competitors but then only to the extent of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any court order requiring such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestdisclosure.

Disclosure of Confidential Information. (a) The Company Executive recognizes, acknowledges and agrees that he has developed had and will continue to have access to secret and confidential informationinformation regarding the Corporation, strategies its subsidiaries and programstheir respective businesses (“Confidential Information ”), which include customer listsincluding but not limited to, prospectsits products, listsmethods, expansion and acquisition plansformulas, market researchsoftware code, sales systemspatents, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements sources of national accountssupply, customer listsdealings, methods of operatingdata, service systemsknow-how, training programs and methods, other trade secrets and business plans, provided such information about is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Corporation, and not otherwise in the public domain. The provisions of this Section 8 shall survive the termination of the Executive’s employment hereunder. Notwithstanding anything to the contrary in this Agreement, the Executive shall be permitted to disclose Confidential Information (i) in the course of Executive’s employment with, and for the benefit of, the Corporation, (ii) to enforce any rights or defend any claims hereunder or under any other agreement to which Executive is a party; provided that such disclosure is relevant to the enforcement of such rights or defense of such claims and is only disclosed in the formal proceedings related thereto and (iii) when required to do so by a court of law, by any governmental agency having supervisory authority over the business in which of the Company is engaged that is not known Corporation or by any administrative or legislative body (including a committee thereof) with jurisdiction to the public and gives the Company an opportunity order him to obtain an advantage over competitors who do not know of divulge, disclose or make accessible such information (collectively, “Confidential Information”)information, provided that the term “Confidential Information” Executive shall not include give prompt notice to the Corporation of such requirement (ito the extent reasonably practicable), disclose no more information than is so required, and reasonably cooperate (at the Corporation’s sole expense) with any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure attempts by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement Corporation to obtain a protective order or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestsimilar treatment.

Disclosure of Confidential Information. The Company has developed confidential informationReseller shall hold in strict confidence and shall not disclose such Confidential Information to any party except its employess, strategies agents and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about contractors who have a need to know in order to assist a transaction contemplated by this Agreement (collectively “Necessary Agents”). Necessary Agents who have a need to know Confidential Information may receive it only if the business in which the Company is engaged Reseller ensures that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who its Necessary Agents do not know disclose the Confidential Information to any person and further provided such Necessary Agents each have individually entered into a non-disclosure agreement materially similar to this Agreement. Non-Use / Ownership / No Further Relations: Reseller may not use Confidential Information except for the purposes contemplated by this Agreement, namely for discussion of a possible business relationship between the parties or in furtherance of any ensuing relationship. This Agreement does not grant Reseller or its Necessary Agents any ownership or licensing rights in any Confidential Information disclosed; nor does it commit either party to any further business relationship. Return of Documents and Materials: Reseller (and each Necessary Agent which has received such Confidential Information from or through Reseller) shall, upon the request of XxxxxXxxxx, return to WaterBrick all documents and other tangible manifestations of Confidential Information prepared by XxxxxXxxxx and delivered to Reseller and/or its Necessary Agents, including all copies, reproductions, evaluations and analyses thereof, and any information (collectively, “or data generated or created by Reseller that embodies Confidential Information”). Indemnity: Reseller shall indemnify and hold harmless WaterBrick against any and all claims, provided that the term “Confidential Information” shall not include legal actions, losses, damages, liabilities, costs and expenses asserted against, imposed upon or incurred by WaterBrick arising out of or relating to (i) any such information that, prior to its use misrepresentation or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of warranty or covenant by Reseller under this Agreement or other non-disclosure covenantsAgreement; (ii) any such information that, prior to its disclosure by the Executive, was rightfully actual or alleged act or omission of Reseller in the receiving third party’s possession, without violation course of the provisions of this Agreement or other non-disclosure covenantsits performance hereunder; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement death or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate injury to any person or entity damage to any Confidential Information property resulting from any product or part (a) not supplied by XxxxxXxxxx, (b) supplied by XxxxxXxxxx but changed, modified, adapted or refitted without WaterBrick's written authorization, (c) not in WaterBrick's standard inventory but purchased by WaterBrick at Reseller's direction, or (d) manufactured to Reseller's design, as well as any claim of Company, its affiliates, and/or its subsidiaries unless specifically directed infringement arising from the use of any Product with any other product as a combination not furnished by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestWaterBrick.

Disclosure of Confidential Information. The Company has developed confidential information, strategies Xxxxxxx agrees that any Confidential Information will be used by him only during the Consulting Period and programs, which include customer lists, prospects, lists, expansion only in connection with consulting activities on behalf of or for the benefit of the Board and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business will not be used in which the Company is engaged any way that is not known detrimental to Ameren. Recognizing that the public and gives the Company an opportunity to obtain an advantage over competitors who do not know disclosure or improper use of such information (collectivelyConfidential Information will cause serious and irreparable injury to Ameren, “Confidential Information”), provided that the term “Confidential Information” shall not include Xxxxxxx agrees (i) to hold the Confidential Information (whether acquired during his employment with Ameren or during the Consulting Period) in strictest confidence and to apply his best efforts to protect such Confidential Information (including, without limitation, taking at least that level of precaution Xxxxxxx employs with respect to his most confidential materials), (ii) to maintain any such Confidential Information or any information thatderived therefrom wholly separate from information provided to Xxxxxxx by any third party or belonging thereto, prior (iii) not to its use or disclosure by Executivedisclose, can directly or indirectly, any such Confidential Information or any information derived therefrom to any third party, (iv) not to take any such Confidential Information into the facilities of any third party, (v) not to imitate, engineer or reverse engineer any such Confidential Information, (vi) not to otherwise use such Confidential Information for his own benefit or the benefit of others, without the prior written consent of Ameren, except as may be shown necessary to have been execute his consulting duties, and (vii) to return all Confidential Information in the public domain his possession, custody or generally known or available control to customers, suppliers or competitors Ameren within two business days of the Company through no breach of the provisions termination of this Agreement or immediately upon Ameren’s demand to return the Confidential Information to Ameren. Xxxxxxx shall notify Ameren in writing immediately upon the occurrence of any unauthorized release or other non-breach of this subsection of which Xxxxxxx is aware. In the event Xxxxxxx receives a subpoena or court order requiring the release of any Confidential Information, Xxxxxxx will notify Ameren’s General Counsel sufficiently in advance of the date for the disclosure covenants; (ii) any of such information thatin order to enable Ameren to contest the subpoena or court order, prior and Xxxxxxx agrees to its disclosure by cooperate with Ameren in any related proceeding involving the Executive, was rightfully in the receiving third party’s possession, without violation release of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by The confidentiality obligations of this subsection shall survive the Company Consulting Period and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information the termination of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestthis Agreement.

Disclosure of Confidential Information. The After the date of this Agreement, the Professional Company has developed will, and will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns to, keep confidential informationand not disclose to any other Person or use for its own benefit or the benefit of any other Person any Confidential Information; provided, strategies and programshowever, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about that the business in which the Company obligations under this Section 6.2 will not apply to Confidential Information that (i) is engaged that is not known or becomes generally available to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no without breach of the provisions commitments contemplated by this Section 6.2, (ii) was available to the Professional Company or its Affiliates, directors, managers, officers, equityholders, employees or agents on a non-confidential basis before the date of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) is required to be disclosed by any Law or Order; provided that as soon as practicable before such information thatdisclosure, prior the Professional Company gives the Management Company prompt written notice of such disclosure to enable the Management Company to seek a protective order or otherwise preserve the confidentiality of such information. Promptly after the expiration or termination of this Agreement, the Professional Company will, and will cause its disclosure Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns to, (i) either return to the Management Company or destroy, delete or erase (with written certification of such destruction, deletion or erasure provided to the Management Company by the ExecutiveProfessional Company) all written, was independently developed by the receiving third party without violation of the provisions of this Agreement electronic or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information tangible forms of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by After the expiration or termination of this Agreement, the Professional Company will not, and after such employment ends for will cause its Affiliates, directors, managers, officers, equityholders, employees, agents, successors and permitted assigns not to, retain any reasoncopies, Executive will never reproducesummaries, publishanalyses, disclosecompilations, usereports, reveal, show extracts or otherwise communicate to any person other materials containing or entity derived from any Confidential Information of CompanyInformation. Notwithstanding such return, its affiliatesdestruction, and/or its subsidiaries unless specifically directed by the Company to do so in writingdeletion or erasure, provided that nothing herein shall prohibit the Executive from disclosing all oral Confidential Information as required by law or and the information embodied in all written Confidential Information will continue to be held confidential pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information terms of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestthis Section 6.2.

Disclosure of Confidential Information. The Company Executive recognizes, acknowledges and agrees that he has developed had and will continue to have access to proprietary and confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about relating to the business in of the Company, its subsidiaries and their respective businesses, that he is aware of only as a consequence of his employment, and which has value to the Company is engaged that because it is not generally known to the public and gives the Company an opportunity to obtain an advantage over this Company’s competitors who do not know of such information (collectively, “Confidential Information”), provided including but not limited to, information regarding its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and its business plans and financial information Executive acknowledges that the term “Confidential Information” shall not include (i) any such information that, prior is of great value to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information is the sole property of the Company, and has been and will be acquired by him in confidence. Executive may also be exposed to and work with Confidential Information In consideration of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed obligations undertaken by the Company and after such employment ends for any reasonherein, Executive will never reproducenot, publishat any time, discloseduring or after his employment hereunder, use, reveal, show divulge, disclose or otherwise communicate make known to any person or entity person, any Confidential Information acquired or created by Executive during the course of Companyhis employment. Nothing in this Section 13 prohibits Executive from using or disclosing Confidential Information, its affiliatesin the course and scope of his employment, to employees and/or its subsidiaries unless specifically directed by agents of the Company who have a need to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing know and/or receive such Confidential Information as required by law or pursuant to legal processperform their duties on behalf of the Company. Executive agrees that whenever The provisions of this Section 13 shall survive the termination of Executive’s employment with hereunder for so long as the Company ends for any reason, all documents containing or referring to information at issue meets the definition of “Confidential Information.” Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be shall not include : (i) information which was in Executive’s possession or control will be delivered within Executive’s knowledge before the Company disclosed it to Executive; (ii) information voluntarily disclosed to the public by the Company, except where such public disclosure is made by Executive without authorization from the Company; (iii) information which was independently developed and disclosed by others; (iv) information which has lawfully entered the public domain; or (v) information obtained from a third party that was not known by Executive to be bound by a confidentiality agreement or other obligation of confidentiality to the Company promptly upon the Company’s requestor any other party with respect to such information.

Disclosure of Confidential Information. The Executive recognizes that the services Executive performs for the Company has developed and its affiliates are special, unique and extraordinary in that Executive may acquire confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and or other competitive information about concerning the business in which operations of the Company is engaged that is not known to and its affiliates, the public and gives use or disclosure of which could cause the Company an opportunity to obtain an advantage over competitors who do and its affiliates substantial loss and damages which could not know be readily calculated, and for which no remedy at law would be adequate. Accordingly, Executive agrees that Executive will not at any time during Executive’s employment with the Company or any Subsidiary or thereafter, except in performance of such information Executive’s obligations thereto, disclose, either directly or indirectly, any Confidential Information (collectively, “Confidential Information”), provided as hereinafter defined) that Executive may learn by reason of his association with the Company and its affiliates. The term “Confidential Information” shall not include (i) mean any such past, present or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatmaterial relating to the business, prior to its disclosure by the Executivestrategies, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement services or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information activities of the Company and its affiliates and subsidiaries is critical affiliates, including, without limitation, information with respect to the Company’s success and its affiliates’ operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships (including leases), regulatory status, compensation paid to employees or other terms of employment, and trade secrets, market reports, customer investigations, customer lists and other similar information that is proprietary information of the Company and or any of its affiliates and subsidiaries have invested substantial sums affiliates. Notwithstanding the foregoing, Executive may disclose such Confidential Information when required to do so by a court of money in developing competent jurisdiction, by any governmental agency having supervisory authority over the Confidential Information. While Executive is employed by business of the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, and/or its affiliates, and/or its subsidiaries unless specifically directed as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information; provided, further, that in the event that Executive is ordered by any such court or other government agency, administrative body or legislative body to disclose any Confidential Information, Executive shall (i) promptly notify the Company to do so in writingof such order, provided that nothing herein shall prohibit (ii) at the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information written request of the Company, its affiliatesdiligently contest such order at the sole expense of the Company as expenses occur and (iii) at the written request of the Company, and/or its subsidiaries that seek to obtain, at the sole expense of the Company, such confidential treatment as may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestavailable under applicable laws for any information disclosed under such order.

Disclosure of Confidential Information. During the Term of Employment, the Employee will disclose to Employer all ideas and business plans developed by him during such period which relate directly to the business of Employer. The Company has developed Employee recognizes and acknowledges that he may have access to certain additional confidential information of Employer or of certain corporations affiliated with Employer, and that all such information constitutes valuable, special and unique property of Employer and its affiliates. The Employee agrees that, during the Term of Employment and for a period of five years after the termination of the Term of Employment, he will not, without the prior written consent of Employer, disclose or authorize or permit anyone under his direction to disclose to anyone not properly entitled thereto any of such confidential information. For purposes of the immediately preceding sentence, strategies persons properly entitled to such information shall be (i) the Board of Directors of Employer and programssuch officers, employees and agents of Employer or any affiliate thereof to whom such information is furnished in the normal course of business under established policies approved by Employer and (ii) such outside parties as are legally entitled to or are customarily furnished such information, including banking, lending, collection, accounting, and data processing institutions or agencies who or which include customer listsare provided such information in the normal course of business of Employer. The Employee further agrees that upon termination of the Term of Employment he will not take with him or retain, prospectswithout the prior written authorization of Employer, listsany papers, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accountsprocedural or technical manuals, customer lists, methods of operatingcustomer account analyses (including, service systemswithout limitation, training programs accounts receivable agings, customer payment histories and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”customer account activity reports), provided price books, files or other documents or copies thereof belonging to Employer or to any affiliate of Employer, or any materials, supplies, equipment or furnishings belonging to Employer or to any affiliate of Employer, or any other confidential information of any kind belonging to Employer or any affiliate of Employer. The Employee further agrees that the term “Confidential Information” shall not include (i) any such existence and contents of this Agreement constitute confidential information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no Employer and that such confidential information should only be disclosed to or discussed with the Co-Chief Executive Officers or a member of the Board of Directors of the Employer. In the event of a breach or threatened breach by the Employee of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatSection 10, prior Employer and the Employee agree that the remedy at law available to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company Employer and its affiliates and subsidiaries is critical to the Company’s success would be inadequate and that the Company Employer and its affiliates and subsidiaries have invested substantial sums shall be entitled to an injunction, without the necessity of money posting bond therefor, restraining the Employee from disclosing, in developing the Confidential Informationwhole or in part, such confidential information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing Nothing herein shall prohibit the Executive be construed as prohibiting Employer and its affiliates from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for pursuing any reasonother remedies, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive addition to the Company promptly upon injunctive relief available under this Section 10, for such breach or threatened breach, including the Company’s requestrecovery of damages from the Employee.

Disclosure of Confidential Information. The Company has developed Employee acknowledges that as a result of the Employee's association with the Company, the Employee will be making use of, acquiring and/or adding to confidential informationinformation of a special and unique nature and value, strategies relating to such matters as the Company's confidential reports, lists of referring physicians, third-party and programsdirect payor contracts, which include customer lists, prospects, lists, expansion and acquisition contracts with managed care plans, market researchlists of patients and the fees paid by such patients, sales systemsand other confidential matters. As material inducement to Company to enter into this Agreement, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to pay to the public Employee the compensation referred to in Section D hereof, the Employee covenants and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided agrees that the Employee shall not, at any time during or following the term “Confidential Information” shall not include (i) of this Agreement, directly or indirectly, divulge, disclose or make any such use of, for any purpose whatsoever, any confidential information thatwhich has been obtained by or disclosed to the Employee as a result of or otherwise in connection with the Employee's provision of services hereunder. In accordance with the foregoing, prior to its use the Employee further agrees that the Employee will at no time retain or disclosure by Executive, can be shown to have been in remove from the public domain or generally known or available to customers, suppliers or competitors premises of the Company through no records of any kind or description whatsoever for any purpose unconnected with the strict performance of the Employee's association with the Company for any reason, the Employee will promptly return to the Company all lists, books and records of or pertaining to the Company's Businesses, and all other property belonging to the Company, in the Employee's custody, control or possession. In the event of a breach or threatened breach acted upon by the Employee of any of the provisions of this Agreement Section H, the Company, in addition to and not in limitation of any other rights, remedies or other non-disclosure covenants; (ii) damages available to the Company at law or in equity, shall be entitled to preliminary and permanent injunctive relief in order to prevent or to restrain any such information that, prior to its disclosure breach by the ExecutiveEmployee, was rightfully in or by the receiving third party’s possessionEmployee's partners, without violation of agents, representatives, servants, employers, employees and/or any and all persons, directly or indirectly, acting for or with the Employee. The provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by Section H shall survive the Executive, was independently developed by the receiving third party without violation of the provisions termination of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestAgreement.

Disclosure of Confidential Information. The Optionee recognizes that the services Optionee performs for the Company has developed are special, unique and extraordinary in that Optionee may acquire confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and or other competitive information about concerning the business in operations of the Company, the use or disclosure of which could cause the Company is engaged substantial loss and damages which could not be readily calculated, and for which no remedy at law would be adequate. Accordingly, Optionee agrees that is Optionee will not known at any time during Optionee’s employment with the Company or thereafter, except in performance of Optionee’s obligations to the public and gives Company hereunder, disclose, either directly or indirectly, any Confidential Information (as hereinafter defined) that Optionee may learn by reason of his association with the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the Company. The term “Confidential Information” shall not include mean any past, present or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information or other material relating to the business, strategies, services or activities of the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, including leases, regulatory status, compensation paid to employees or other terms of employment, and trade secrets, market reports, customer investigations, customer lists and other similar information that is proprietary information of the Company. Notwithstanding the foregoing, Optionee may disclose such Confidential Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order Optionee to divulge, disclose or make accessible such information; provided, further, that in the event that Optionee is ordered by any such court or other government agency, administrative body or legislative body to disclose any Confidential Information, Optionee shall (i) any promptly notify the Company of such information thatorder, prior to its use or disclosure by Executive(ii) at the written request of the Company, can be shown to have been in diligently contest such order at the public domain or generally known or available to customers, suppliers or competitors sole expense of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatas expenses occur, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by at the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information written request of the Company, its affiliatesseek to obtain, and/or its subsidiaries that at the sole expense of the Company, such confidential treatment as may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestavailable under applicable laws for any information disclosed under such order.

Disclosure of Confidential Information. The Company has developed confidential informationPrior to Closing, strategies the Parties acknowledge and programsagree that the existence of this Agreement, the terms of this Agreement and any other information disclosed in Seller’s Due Diligence Materials, Purchaser’s Due Diligence Reports or any other documents, materials, data or other information with respect to the Assets which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not generally known to the public shall be confidential; provided, that each Party may disclose information about the transaction and gives information it receives during its investigation of the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include Property (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the extent already within the public domain or generally known or available to customersdomain, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatto the extent it is a Required Disclosure, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information thatconsistent with Purchaser’s standard business practice in connection with public filings. Notwithstanding the foregoing, prior (a) Purchaser may reveal and deliver Seller’s Due Diligence Materials, Purchaser’s Due Diligence Reports, and all other documents, information, and materials concerning the Property and transaction contemplated by this Agreement to its disclosure by agents, representatives, lenders, potential lenders, investors, principals, Affiliates, potential managers and such other Persons whose assistance is necessary or desirable to consummate the Executivetransactions described in this Agreement, was independently developed by and (b) Purchaser shall not be obligated to keep confidential any information or materials Purchaser obtains from sources other than Seller or its representatives or that Purchaser develops on its own without the receiving third party without violation use of the provisions of Seller’s confidential information. Nothing herein shall restrict or limit Seller or Purchaser from communicating with tenants, lenders, contract parties, owners associations, or government officials or bodies in connection with obtaining estoppels or other required consents or approvals, in connection with Purchaser’s due diligence pursuant to this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession reasonably necessary to consummate the transactions contemplated under this Agreement, or control will be delivered by Executive to the Company promptly upon the Company’s request.Purchaser from contacting 28

Disclosure of Confidential Information. 10.1. The Company has developed confidential informationEmployee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, strategies audio and programsvideo to news media and the general public via satellite, which include customer listsstreaming media, prospectscassette, listswire or other means; distribution of press releases by the Internet, expansion mail and acquisition plans, market research, sales systems, facsimile; the maintenance of databases of media contacts for and on behalf of clients; research and analysis of communications and marketing programs, computer systems including analysis and programsappraisals of public relations and public affairs campaigns, product development strategiesmarketing and promotional plans, manufacturing strategies measurement system design as determined through press clipping review, either on paper, video or audio tape or electronic database searches, dashboard development, workshops and techniquesconferences; and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges that he will be acquiring confidential information concerning the Corporation and the Business and that, budgetsamong other things, pricing strategieshis knowledge of the Business will be enhanced through his employment by the Corporation. Employee acknowledges that such information is of great value to the Corporation, identity is the sole property of the Corporation, and requirements has been and will be acquired by him in confidence. In consideration of national accountsthe obligations undertaken by the Corporation herein, customer listsEmployee will not, methods unless required by law, at any time, during or after the term of operatingthis Agreement, service systemsreveal, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not divulge or make known to any person, any information which is treated as confidential by the public Corporation and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been otherwise in the public domain or generally previously known to him. Employee agrees that all materials or available to customers, suppliers or competitors copies thereof containing confidential information of the Company through no breach Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the provisions Corporation (except as reasonably necessary in the discharge of this Agreement Employee's duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation termination of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s Employee's employment with the Company ends for Corporation. After such delivery, Employee shall not retain any reason, all documents containing such materials or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestcopies thereof.

Disclosure of Confidential Information. The Confidential and Proprietary Information (hereinafter Confidential Information) is defined to include, but is not limited to, Company has developed confidential books; records; compilations of information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies ; processes; teaching methods and techniques, budgets, pricing strategies, identity ; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of national accountspast, customer lists, present and prospective customers of the Company; processes or methods of operating, service systems, training programs by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other trade secrets information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and information about material relating to any customer, vendor, licensor, licensee or other party transacting business with the business in which Company. Confidential Information is developed and will be developed by or for the Company at great expense. Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is engaged that is not already known to the public and gives the Company an opportunity public. Employee agrees not to obtain an advantage over competitors who do not know release, use or disclose any Confidential Information or permit any person to examine and/or make copies of such information (collectivelyany documents, “which contain or are derived from Confidential Information”), provided that except with the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information written permission of the Company. Executive may also be exposed to and work with Employee shall not make use of any Confidential Information for his or her own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company and its affiliates and subsidiaries is critical to the Company’s success and that business. Employee will not, during or after the Company and its affiliates and subsidiaries have invested substantial sums term of money in developing his or her employment, use or disclose the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information list of the Company’s customers or any part thereof to any person, its affiliatesfirm, and/or its subsidiaries corporation, association, or other entity for any reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that may be upon request by the Company, and in Executiveany event upon termination of employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his or her control will which may contain or be delivered by Executive derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee’s services to the Company promptly upon whether or not such material is at the date hereof in Employee’s possession. Employee agrees that he or she shall have no proprietary interest in any work product developed or used by Employee arising out of his or her employment by the Company. Employee shall, from time to time as may be requested by the Company, do all things which may be necessary to establish or document the Company’s requestownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which Consultant acknowledges that the Company is engaged that is not known to the public a mineral exploration firm and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available provision of its services hereunder, the Consultant will have access to customers, suppliers or competitors and be entrusted with a wide variety of the Company through no breach of the provisions of this Agreement or other confidential non-disclosure covenants; (ii) any such public information thatconcerning the properties, prior to its disclosure by the Executiveoperations, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; assets and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information financial plans of the Company and its affiliates and subsidiaries is critical any related corporate entities (collectively the “Rise Group”) which, if disclosed, could cause irreparable and significant damage to the Company’s success and Rise Group. Accordingly, the Consultant, will take such reasonable steps as may be necessary to ensure that the Company Consultant’s directors, officers and its affiliates employees and subsidiaries have invested substantial sums legal counsel, accountants, financial advisors and other consultants and professional advisors (referred to as a “Related Party” or “Related Parties”) do not, either during or after the term of money in developing the Confidential Information. While Executive is employed Consultant’s retainer by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliatesdisclose any confidential, and/or its subsidiaries that non-public or proprietary information of the Rise Group in connection with the properties, assets or financing plans of the Rise Group to any person, firm, corporation, association, partnership or other entity for any reason or purpose whatsoever unless expressly permitted in writing by the Company. Further, the Consultant will not, nor, if applicable, will it permit or suffer any of the Related Parties to, during the term of the Consultant’s retainer hereunder, give, deliver, reveal to, or otherwise permit any person to come into possession of any confidential, non-public or proprietary information of the Rise Group, whether in written, photographic, photostatic, electronic or any other form, and upon the termination of this Agreement, the Consultant will return to the Company all such information and data as may be in Executive’s its possession or control control, or that of the Consultant’s employees. If requested by the Company, the Consultant will, if applicable, obtain from any of the Consultant’s Related Parties a non-disclosure covenant in favour of the Company upon substantially the terms of this Section 2.2. In the event of a breach or threatened breach by the Consultant or Related Parties of the provisions of this Section 2.2, the Company will be delivered by Executive entitled to an injunction restraining the Consultant, or, if applicable, any of the Consultant’s Related Parties, from disclosing, in whole or in part, any of the confidential, non-public or proprietary information pertaining to the Company promptly upon the Company’s request.Rise

Disclosure of Confidential Information. The Company has developed Seller, WHLP and Purchaser shall keep confidential informationand not make any public announcement or disclose to any Person the existence or any terms of this Agreement or any information disclosed by the Inspections or in the Seller Due Diligence Materials, strategies and programsthe Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not generally known to the public and gives (other than a disclosure arising from a breach or default of the Company an opportunity to obtain an advantage over competitors who do not know confidentiality provisions of such information the Agreement, the Confidentiality Agreement or the Access Agreement) (collectively, the “Confidential Information”). Notwithstanding the foregoing, provided that the term “Confidential Information” Seller, WHLP and Purchaser shall not include be permitted to (i) disclose any Confidential Information required under Applicable Law or, in the case of Seller and WHLP, the WHLP Partnership Agreement, or (ii) disclose any Confidential Information to any Person on a “need-to-know” basis, such information thatas their respective shareholders, principals, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, advisors, agents, representatives, engineers, surveyors, lenders, investors, managers, franchisers and such other Persons whose assistance is required to consummate the transactions described in this Agreement; provided, however, that Purchaser (A) in the case of clause (i), shall advise Seller immediately upon receiving any demand for disclosure of any Confidential Information pursuant to Applicable Law, and Seller shall have the right to obtain a protective order or agree to an arrangement with the Person demanding such Confidential Information to prevent or limit the extent of such disclosure, prior to its use Purchaser’s disclosure of such Confidential Information (unless on the advice of counsel such information is required to be disclosed by Purchaser prior to obtaining such protective order or disclosure by Executiveagreement), can be shown to have been and (B) in the public domain or generally known or available to customerscase of clause (ii), suppliers or competitors shall (x) advise such Person of the Company through no breach confidential nature of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatConfidential Information, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iiiy) any cause such information that, prior Person to its disclosure by maintain the Executive, was independently developed by the receiving third party without violation confidentiality of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the such Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, that can be shown to have been be in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach by Executive of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that Executive receives on a non-confidential basis from a third party (other than the Company or its representatives) that, prior to its disclosure by the Executive’s knowledge, was rightfully in not bound by an obligation of confidentiality to the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenantsCompany with respect to such information; and (iii) any such information that, prior to its disclosure by the Executive, was that is independently developed by or for the receiving third party Executive without Executive’s violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless except to the extent: (i) reasonably necessary in order to carry out Executive’s duties on behalf of the Company during his employment with the Company, (ii) disclosure is made during Executive’s employment with the Company to the Company’s directors, officers, employees, independent contractors and advisors or (iii) specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing (x) Confidential Information as required by law law, stock exchange rule or regulation or pursuant to legal, judicial or regulatory process (which shall be deemed to include any disclosures made to Executive’s legal processadvisors concerning any claim or dispute between or involving Executive and the Company) or (y) to Executive’s spouse and legal, financial and tax advisors, Confidential Information concerning Executive’s compensation, it being agreed that any such disclosures described in the foregoing subparts (x) and (y) so made shall be without liability to Executive. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request; provided, however, that Executive may retain any Confidential Information necessary for evidentiary purposes in connection with any dispute or claim between Executive and the Company or its affiliates.

Disclosure of Confidential Information. The Company has developed confidential information, strategies Confidential and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information Proprietary Information (collectively, “Confidential Information”)) is defined to include, provided but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the Company. Employee hereby acknowledges that Confidential Information is developed and will be developed by or for the Company at great expense. Employee will have access to and receive Confidential Information and agrees, during the term “Confidential Information” shall not include (i) any such of employment and forever thereafter, to keep confidential all information that, prior to its use or disclosure provided by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed excepting only such information as is already known to and work with the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the Board of Directors or its designee. Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company. Executive may also be exposed to Employee recognizes and work with Confidential Information acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company’s business. Employee will not, during or after the term of Employee’s employment, use or disclose the list of the Company’s customers or any part thereof to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that upon request by the Company, and in any event upon termination of employment, Employee shall turn over to the Company and its affiliates and subsidiaries all documents, papers or other material in Employee’s possession or under Employee’s control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is critical connected with or derived from Employee’s services to the Company, whether or not such material is at the date hereof in Employee’s success and possession. Employee agrees that the Company and its affiliates and subsidiaries Employee shall have invested substantial sums no proprietary interest in any work product developed or used by Employee arising out of money in developing the Confidential Information. While Executive is employed Employee’s employment by the Company and after such employment ends for any reasonhereunder. Employee shall, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate from time to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed time as may be requested by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that do all things which may be in Executive’s possession necessary to establish or control will be delivered by Executive to the Company promptly upon document the Company’s requestownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

Disclosure of Confidential Information. The Company has developed and Broker and their -------------------------------------- respective Affiliates shall maintain the confidentiality of Confidential Information disclosed by either party to the other party under the terms of this Agreement and shall use such Confidential Information solely for the purposes contemplated by this Agreement. Except as otherwise provided in Sections VIII(A), VIII(B) and VIII(C), neither Company, nor Broker and their respective Affiliates shall disclose any Confidential Information that is covered by this Agreement to any person or entity other than to their respective employees, representatives or agents who need to know such Confidential Information for the performance of their work, unless authorized in writing by the affected party or if expressly required under the terms of a valid subpoena or order issued by a court of competent jurisdiction or regulatory body or Applicable Laws. "Confidential Information" means: (a) any information that this Agreement specifies shall be treated as "Confidential Information" under this Section VIII; (b) Nonpublic Personal Information; (c) information required to be treated as confidential under Applicable Laws; and (d) any information of Broker and its Affiliates that is disclosed by Broker or its Affiliates to Company or its Affiliates through the course of business during the term of this Agreement, or any information of Company and its Affiliates that is disclosed by Company or its Affiliates to Broker or its Affiliates through the course of business during the term of this Agreement, including but not limited to, new products, marketing strategies and materials, development plans, customer information, strategies and programs, which include customer client lists, prospectspricing information, listsrates and values, expansion financial information and acquisition plans, market research, sales computer systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of each such case if such information (collectivelyis clearly identified as and marked "CONFIDENTIAL" by the disclosing party. Notwithstanding the foregoing, “"Confidential Information”), provided that the term “Confidential Information” shall " does not include (ia) any such information that, prior to its use or disclosure by Executive, can be shown to have been which is now generally available in the public domain or generally known or available to customers, suppliers or competitors which in the future enters the public domain through no fault of the Company through no breach of the provisions of this Agreement or other non-disclosure covenantsreceiving party; (iib) any such information that, prior that is disclosed to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure party by the Executive, was independently developed by the receiving a third party without violation by such third party of an independent obligation of confidentiality of which the provisions of this Agreement receiving party is aware; or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and (c) information that the Company and its affiliates and subsidiaries have invested substantial sums of money disclosing party consents in developing writing that the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, receiving party may disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.

Disclosure of Confidential Information. During the Term of Employment, the Employee will disclose to Employer all ideas and business plans developed by him during such period that relate directly to the business of Employer. The Company has developed Employee recognizes and acknowledges that he may have access to certain additional confidential information of Employer or of certain corporations affiliated with Employer, and that all such information constitutes valuable, special and unique property of Employer and its affiliates. The Employee agrees that, during the Term of Employment and indefinitely after the termination of the Term of Employment, he will not, without the prior written consent of Employer, disclose or authorize or permit anyone under his direction to disclose to anyone not properly entitled thereto any of such confidential information; provided, strategies however, such prohibition shall not relate to any information that has been disclosed in the public domain other than by or through the Employee or by or through another person who has an obligation of confidentiality to Employer with respect to such information. For purposes of the immediately preceding sentence, persons properly entitled to such information shall be (i) the Board of Directors of Employer and programssuch officers, employees and agents and attorneys of Employer or any affiliate thereof to whom such information is furnished in the normal course of business under established policies approved by Employer and (ii) such outside parties as are legally entitled to or are customarily furnished such information, including banking, lending, collection, accounting, and data processing institutions or agencies who or which include customer listsare provided such information in the normal course of business of Employer. The Employee further agrees that upon termination of the Term of Employment he will not take with him or retain, prospectswithout the prior written authorization of Employer, listsany papers, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accountsprocedural or technical manuals, customer lists, methods of operatingcustomer account analyses (including, service systemswithout limitation, training programs accounts receivable agings, customer payment histories and methodscustomer account activity reports), other price books, files, drawings, product design information, trade secrets and or other documents or computerized data or copies thereof belonging to Employer or to any affiliate of Employer, or any materials, supplies, equipment or furnishings belonging to Employer or to any affiliate of Employer, or any other confidential information about of any kind belonging to Employer or any affiliate of Employer. In the business in which event of a breach or threatened breach by the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach Employee of the provisions of this Agreement Section 10, Employer and the Employee agree that the remedy at law or other non-disclosure covenants; (ii) any such information that, prior through arbitration available to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company Employer and its affiliates and subsidiaries is critical to the Company’s success would be inadequate and that the Company Employer and its affiliates shall be entitled to an injunction, without the necessity of posting bond therefor, restraining the Employee from disclosing, taking or possessing, in whole or in part, such confidential information. Nothing in this Agreement shall be construed as prohibiting Employer and subsidiaries have invested substantial sums of money its affiliates from pursuing any other remedies, in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive addition to the Company promptly upon injunctive relief available under this Section 10, for such breach or threatened breach, including the Company’s requestrecovery of damages from the Employee.

Disclosure of Confidential Information. The Employee agrees she will not, while associated with the Company has developed confidential informationand for so long thereafter as the pertinent information or documentation remains confidential, strategies directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise use any Confidential Information and programsTrade Secrets, except as specifically required in the performance of Employee’s duties on behalf of the Company or with prior written authorization of the Company’s Vice Chairman and Chief Executive Officer, or as required by law. In the event that Employee is requested or becomes legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand or similar process as well as applicable securities laws) to disclose any of the Confidential Information and Trade Secrets, then Employee will provide Company with prompt written notice of such request(s) so that Company may, at Company’s sole cost and expense, seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not or cannot be obtained, then the Employee may furnish without liability hereunder only that portion of the Confidential Information and Trade Secrets which include customer lists, prospects, lists, expansion is legally required. Non-Competition. Employee acknowledges and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which agrees that the Company is engaged in a highly competitive business and that is not known to the public by virtue of Employee’s high level position and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work responsibilities with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical Employee’s access to the Company’s success Confidential Information and that Trade Secrets as set forth in Paragraph 10(a) above, engaging in any business which is directly competitive with the Company could cause it great and its affiliates irreparable harm. Accordingly, Employee covenants and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive agrees that for so long as she is employed by the Company and for a period of one (1) year after such employment ends for any reasonends, whether voluntarily or involuntarily, Employee will not, without the express written consent of the Vice Chairman and Chief Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information Officer of the Company, its affiliatesdirectly or indirectly, and/or its subsidiaries that may own, manage, operate or control, or be employed either as a consultant or advisor, by any company or other business engaged in Executive’s possession the design, manufacture, marketing or control will be delivered by Executive to sale of products and services which the Company promptly upon provides and for which Employee had responsibility or about which Employee acquired Confidential Information or Trade Secrets. Because Employee has international responsibilities, in recognition of the international nature of the Company’s requestbusiness which includes the sale of its products and services nationwide and internationally, this restriction shall apply in all areas of the United States, Argentina, Australia, Brazil, the United Kingdom, France, Germany, Holland, Hong Kong, India, Israel, Italy, Japan, Mexico, Portugal, Singapore, South Africa, Spain, Sweden, Thailand, Tunisia, the United Arab Emirates or any other country where the Company conducts the manufacture, sale, or marketing of its products and services where Employee gained knowledge while employed by the Company of its finances, technology, business opportunities or marketing strategies in that particular country. If Employee and a potential employer of Employee can provide assurances that prospective employment that would otherwise be prohibited by this Section will not entail the disclosure of Confidential Information and Trade Secrets, and Employee and Employee’s prospective employer can explain to the satisfaction of the Company how the protection of the Company’s Confidential Information and Trade Secrets can be guaranteed, the Employee may seek a waiver of the non-competition restriction set forth in this Section from the Vice Chairman and Chief Executive Officer, which consent to such a waiver shall not unreasonably be withheld. Additionally, the Company may, in its sole discretion waive or reduce the non-competition restriction set forth in this Section. If the Company elects, in its sole discretion, to hold Employee to the non-competition restriction set forth in this Subsection, Section 8(d)(iii), after the one year provision then the Company shall pay to Employee an amount equal to Employee’s base salary as set forth in Section 5(a) for any period of time with respect to which this non-competition restriction shall apply. It is expressly understood that Employee will not waive (x) any right to indemnification Employee may have under applicable by-laws or insurance policies maintained by the Company or its subsidiaries, or (y) any right to vested employee benefits. Payments under this Section shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. In the event of any conflict between this Agreement and any trade secrets agreement to which Employee is a party, the terms and conditions of this Agreement shall prevail.

Disclosure of Confidential Information. Without the consent of the Company, the Participant shall not disclose to any other person Confidential Information (as defined below) concerning the Company or any of its subsidiaries or the Company’s or any of its subsidiaries’ trade secrets of which the Participant has gained knowledge during his employment with the Company. Any trade secrets of the Company or any of its subsidiaries or related or affiliated companies or joint ventures will be entitled to all of the protections and benefits under the Iowa Code Annotated Section 550.1 through 550.8 and any other applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Award Agreement, such information will, nevertheless, be considered Confidential Information for purposes of this Award Agreement. The Participant hereby waives any requirement that the Company has submits proof of the economic value of any trade secret or posts a bond or other security. None of the foregoing obligations and restrictions apply to any part of the Confidential Information that the Participant demonstrates was or became generally available to the public other than as a result of a disclosure by the Participant. The Participant will not remove from the premises of the Company or any of its subsidiaries (except to the extent such removal is for purposes of the performance of the Participant’s duties at home or while traveling, or except as otherwise specifically authorized by the Company), any document, record, notebook, plan, model, component, device, or computer software or code, whether embodied in a disk or in any other form, that contains Confidential Information (collectively, the “Proprietary Items”). The Participant recognizes that, as between the Company and the Participant, all of the Proprietary Items, whether or not developed confidential informationby the Participant, strategies are the exclusive property of the Company or its subsidiaries, as the case may be. Upon termination of this Award Agreement by either party, or upon the request of the Company during the Employment Period, the Participant will return to the Company all of the Proprietary Items in the Participant’s possession or subject to the Participant’s control, and programsthe Participant shall not retain any copies, which abstracts, sketches, or other physical embodiment of any of the Proprietary Items. For purposes of this Award Agreement, Confidential Information shall include customer listsany and all information concerning the business and affairs of the Company or any of its subsidiaries, prospectsincluding, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programswithout limitation, product development strategiesspecifications, manufacturing strategies data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and techniquesideas, budgetspast, pricing strategiescurrent, identity and requirements of national accountsplanned research and development, current and planned distribution methods and processes, customer lists, methods of operatingcurrent and anticipated customer requirements, service price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, training programs structures, and methodsarchitectures (and related formulae, other trade secrets compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”information), provided that historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the term “Confidential Information” shall not include (i) any such names and backgrounds of key personnel, agents, personnel training and techniques and materials, insurance products, premium structures, information thatrelating to suppliers and supplies, prior to its use sales and marketing information and strategy, notes, analysis, compilations, studies, summaries, and other material prepared by or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information based, in whole or in part, on any information included in the foregoing, and any information, however documented, that is a trade secret within the meaning of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestIowa Code Annotated Section 550.1 through 550.8.

Disclosure of Confidential Information. 10.1. The Company Employee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; and distribution of public relations text, audio and video to news media and the general public via satellite, streaming media, cassette, wire or other means; distribution of press releases by the Internet, mail and facsimile; the maintenance of databases of media contacts for and on behalf of clients; and such other businesses as the Corporation may conduct from time to time up until the time of termination of employment or a date of a Change in Control (the “Business”). Employee acknowledges that he will be acquiring confidential information concerning the Corporation and the Business and that, among other things, his knowledge of the Business will be enhanced through his employment by the Corporation. Employee acknowledges that such information is of great value to the Corporation, is the sole property of the Corporation, and has developed confidential informationbeen and will be acquired by him in confidence. In consideration of the obligations undertaken by the Corporation herein, strategies and programsEmployee will not, which include customer listsunless required by law, prospectsat any time, listsduring or after the term of this Agreement, expansion and acquisition plansreveal, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not divulge or make known to any person, any information which is treated as confidential by the public Corporation and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been otherwise in the public domain or generally previously known to him. Employee agrees that all materials or available to customers, suppliers or competitors copies thereof containing confidential information of the Company through no breach Corporation in Employee’s custody or possession will not, at any time, be removed from the Corporation’s premises without prior written consent of an executive officer of the provisions Corporation (except as reasonably necessary in the discharge of this Agreement Employee’s duties hereunder) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation termination of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever ExecutiveEmployee’s employment with the Company ends for Corporation. After such delivery, Employee shall not retain any reason, all documents containing such materials or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestcopies thereof.

Disclosure of Confidential Information. The Company has developed employee acknowledges that he will have access to significant amounts of confidential information of Employer and its Parent Company, Carnegie International Corporation and affiliates of Carnegie, including such information as lists of customers, sources of supply, production information, strategies and programsproduct information, which include customer listsservice information, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programsformulas, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methodsdevelopment ideas related thereto, other work in progress, trade secrets technical information acquired by Employee from Employer or Carnegie from the inspection of Employer's or Carnegie's property, confidential information disclosed to Employee by third parties, and information about all documents, things and record bearing media disclosing or containing the business in aforegoing information, including any confidential materials prepared by the parties hereto which the Company is engaged that is not known contain or otherwise relate to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information concerning the Employer's and/or Carnegie's (collectivelyincluding affiliates of Carnegie) financial, “intellectual, technical and commercial information (collectively hereafter referred to as "Confidential Information”), provided that ") shall be and remain confidential. The Employee will not during or after the term “of this employment, disclose the Confidential Information” shall not include (i) Information or any such information thatpart thereto to any person, prior to its use firm, corporation, association, or disclosure other entity for any reason or purpose whatsoever. In the event of a breach or threatened breach by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach Employee of the provisions of this Agreement paragraph, the Employer shall be entitled to an injunction restraining the Employee from disclosing, in whole or other non-disclosure covenants; (ii) any such information thatin part, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by , or from rendering any services in connection with the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate telecommunications industry to any person person, corporation, association, or other entity any to whom such Confidential Information of CompanyInformation, its affiliatesin whole or in part, and/or its subsidiaries unless specifically directed by the Company has been disclosed or is threatened to do so in writing, provided that nothing be disclosed. Nothing herein shall prohibit be construed as prohibiting the Executive Employer or Carnegie from disclosing Confidential Information as required by law pursuing any of the remedies available to the Employer for such breach or pursuant threatened breach, including the recovery of damages from the Employee. The Employee shall be responsible to legal process. Executive agrees that whenever Executive’s employment Employer and Carnegie for reasonable attorneys fees and costs incurred in connection with the Company ends enforcement of this provision should a Court of competent jurisdiction rule in favor of Employer or Carnegie in connection with a cause of action brought for any reason, all documents containing or referring to Confidential Information enforcement of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestsaid provision.

Disclosure of Confidential Information. The Seller, Purchaser, and the Company agree that Seller, as the sole equityholder of the Company and in connection with the Transaction, has received Confidential Information. Seller acknowledges that the Confidential Information is, and will continue after the Closing to be, valuable, proprietary, confidential, and of extreme importance to the Protected Parties, and that the Protected Parties have paid substantial consideration and incurred substantial costs to acquire or develop, sort, assemble or maintain the Confidential Information. Seller agrees that the Confidential Information shall be treated as valuable, proprietary, and confidential, regardless of whether third parties would consider it valuable, proprietary, and confidential, and that Seller’s disclosure of Confidential Information to any Person or unauthorized use of any Confidential Information may cause substantial loss and harm to the Protected Parties. Seller agrees that Seller will not at any time, disclose, divulge, or make known to any Person, use, or otherwise appropriate for Seller’s own benefit or the benefit of any other Person any Confidential Information, or permit any person to examine or make copies of any documents or electronic records that contain or are derived from Confidential Information, without the prior written consent of the Company’s board of directors or similar governing body. Notwithstanding the preceding restrictions, in the event (a) Seller is requested or required to disclose Confidential Information by interrogatories, requests for information, or other documents in legal proceedings, subpoena, civil investigative demand, or any other similar process and (b) Seller promptly notifies the Company in writing so that the Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use seek a protective order or disclosure by Executive, can be shown to have been in the public domain other appropriate remedy or generally known or available to customers, suppliers or competitors of the Company through no breach of waive compliance with the provisions of this Agreement Agreement; then, if the Company fails to secure a protective order or other appropriate remedy or waives compliance with this Section 2 with respect to a specific request or requirement, Seller may disclose such Confidential Information as Seller is advised by Seller’s counsel that Seller is required to disclose. The obligations under this Section 2 are in addition to and not in lieu of any other rights or obligations, at law or in equity, to maintain the confidentiality of the Confidential Information, including under applicable “trade secret” laws. Non-Competition. Seller, Purchaser, and the Company further agree that the market for the Business is intensely competitive and that the Protected Parties may engage in the Business throughout the entire world. Seller agrees that, during the period that begins as of the Closing and ends on the second anniversary of the Closing Date (the “Restricted Period”), Seller shall not, anywhere in the Business Area, directly or indirectly, including through any Affiliate, compete with any Protected Party with respect to the Business or own, manage, operate, control, be employed by, provide services to, or otherwise deal with, engage or participate in, or be connected as an owner, partner, principal, sales representative, employee, or member of the board of directors of, or advisor or consultant to, any Competitor. Notwithstanding the foregoing provisions of this Section 3 and the restrictions set forth therein, Seller may acquire (and thereafter continue to hold) securities in a Competitor during the Restricted Period so long as both (a) such Competitor’s revenues derived from conducting business that is competitive with the Business did not constitute more than 20 percent of such Competitor’s total revenues for the 12-month period immediately preceding such acquisition, and (b) such Competitor’s revenues derived from conducting business that is competitive with the Business did not exceed $25,000,000 in the aggregate for the 12-month period immediately preceding such acquisition, in each case as certified in writing to Purchaser including supporting documentation reasonably satisfactory to Purchaser prior to such acquisition (any such Competitor, an “Excluded Competitor”); provided, that, in either case, Seller is otherwise in compliance with the terms hereof and the terms of any confidentiality or non-disclosure covenants; (ii) agreement then in effect between Seller and any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestProtected Party.

Disclosure of Confidential Information. The Confidential and Proprietary Information (hereinafter Confidential Information) is defined to include, but is not limited to, Company has developed confidential books; records; compilations of information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies ; processes; teaching methods and techniques, budgets, pricing strategies, identity ; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of national accountspast, customer lists, present and prospective customers of the Company; processes or methods of operating, service systems, training programs by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other trade secrets information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and information about material relating to any customer, vendor, licensor, licensee or other party transacting business with the business in which Company. Confidential Information is developed and will be developed by or for the Company at great expense. Employee agrees, during the term of employment and forever thereafter, to keep confidential all information provided by the Company, excepting only such information as is engaged that is not already known to the public and gives the Company an opportunity public. Employee agrees not to obtain an advantage over competitors who do not know release, use or disclose any Confidential Information or permit any person to examine and/or make copies of such information (collectively, “any documents which contain or are derived from Confidential Information”), provided that except with the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information written permission of the Company. Executive may also be exposed to and work with Employee shall not make use of any Confidential Information for his own purposes or for the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company and its affiliates and subsidiaries is critical to the Company’s success and that business. Employee will not, during or after the Company and its affiliates and subsidiaries have invested substantial sums term of money in developing his employment, use or disclose the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information list of the Company’s customers or any part thereof to any person, its affiliatesfirm, and/or its subsidiaries corporation, association, or other entity for any reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that may be upon request by the Company, and in Executiveany -event upon termination of employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under his control will which may contain or be delivered by Executive derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee’s services to the Company promptly upon whether or not such material is at the date hereof in Employee’s possession. Employee agrees that he shall have no proprietary interest in any work product developed or used by Employee arising out of his employment by the Company. Employee shall, from time to time as may be requested by the Company, do all things which may be necessary to establish or document the Company’s requestownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

Disclosure of Confidential Information. The Company has developed Executive recognizes, acknowledges and agrees that she will have access to proprietary and confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about relating to the business in of the Company, its subsidiaries and their respective businesses, that she will be aware of only as a consequence of her employment, and which has value to the Company is engaged that because it is not generally known to the public and gives the Company an opportunity to obtain an advantage over this Company’s competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall including but not include (i) any such limited to, information thatregarding its products, prior to its use or disclosure by Executivemethods, can be shown to have been in the public domain or generally known or available to formulas, software code, patents, sources of supply, customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other noncustomer dealings, marketing, data, know-disclosure covenants; (ii) any such information thathow, prior to trade secrets and its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; business plans and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiariesfinancial information. Executive acknowledges that Confidential Information such information is of the Company and its affiliates and subsidiaries is critical great value to the Company’s success , is the sole property of the Company, and that has been and will be acquired by her in confidence. In consideration of the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed obligations undertaken by the Company and after such employment ends for any reasonherein, Executive will never reproducenot, publishat any time, discloseduring or after her employment hereunder, use, reveal, show divulge, disclose or otherwise communicate make known to any person or entity person, any Confidential Information acquired or created by Executive during the course of Companyher employment. Nothing in this Section 10 prohibits Executive from using or disclosing Confidential Information, its affiliatesin the course and scope of her employment, to employees and/or its subsidiaries unless specifically directed by agents of the Company who have a need to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing know and/or receive such Confidential Information as required by law or pursuant to legal processperform their duties on behalf of the Company. Executive agrees that whenever The provisions of this Section 10 shall survive the termination of Executive’s employment with hereunder for so long as the Company ends for any reason, all documents containing or referring to information at issue meets the definition of “Confidential Information.” Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be shall not include: (i) information which was in Executive’s possession or control will be delivered within Executive’s knowledge before the Company disclosed it to Executive; (ii) information voluntarily disclosed to the public by the Company, except where such public disclosure is made by Executive without authorization from the Company; (iii) information which was independently developed and disclosed by others; (iv) information which has lawfully entered the public domain; or (v) information obtained from a third party that was not known by Executive to be bound by a confidentiality agreement or other obligation of confidentiality to the Company promptly upon or any other party with respect to such information. Additionally, Executive may disclose Confidential Information pursuant to the Company’s requestorder or requirement of a court, administrative agency, or other governmental body; provided, however, that to the extent legally permissible Executive shall provide prompt notice of such court order or requirement to Company so that the Company may seek, at its expense, a protective order or other appropriate remedy and Executive shall disclose such Confidential Information only to the extent required to do so.

Disclosure of Confidential Information. The Company has developed confidential informationExcept to the extent authorized by the express prior consent of the Board of Directors of Employer, strategies Employee will never, directly or indirectly, at any time during the Term of Employment, or at any time subsequent to the termination of the Term of Employment, use, disseminate, disclose, divulge or in any manner disclose or permit to be divulged or disclosed to any person, firm, corporation, association or other business entity, Confidential Information (herein defined) of Employer; provided, that the covenant set forth in this Section 10 shall not apply as to Confidential Information pertaining to Theatrical or Motorsports (as applicable) in the event Employee exercises the option(s) set forth in Sections 6.5(c) and programs6.6 above; and provided, which include customer listsfurther, prospectsthat this Section 10 shall be of no force and effect in the event Employer breaches its obligations set forth in Sections 6.5 and 6.6 above. As used herein, liststhe term "Confidential Information" means any and all information about or relating to the methods, expansion and acquisition plansprocesses, market customers, services or products of Employer or any of its subsidiaries or partnerships, including information relating to research, sales systemsdevelopment, marketing programsinventions, computer systems and programspurchasing, product development strategiesaccounting, manufacturing strategies and techniquesconsulting, budgetsmarketing, pricing strategiesmerchandising of any services or products to customers disclosed to Employee or known by Employee as a consequence of or through his employment by Employer, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and if such information about the business is not generally known in any industry in which Employer or any of its subsidiaries is or may become engaged during the Company is engaged that is not known to Term of Employment. On the public termination of his employment with Employer, all files, documents, records, notebooks, and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectivelysimilar repositories, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use then in Employee's possession or disclosure by Executive, can be shown to have been in the public domain possession of any third party under the control of Employee or generally known pursuant to any agreement with Employee, whether prepared by Employee or available to customersany other person, suppliers or competitors of the Company through no breach of the provisions of this Agreement firm, corporation, association, or other non-disclosure covenants; (ii) business entity, will be delivered to Employer by Employee. All rights to any such information thatConfidential Information developed by Employer, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement Employee or other non-disclosure covenants; and (iii) employees of Employer during the Term of Employment shall belong to Employer, including all rights to exploit any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed In the event of a breach or threatened breach by the Company and after such employment ends for any reasonEmployee of this Section 10, Executive will never reproduceEmployer shall be entitled to seek an injunction restraining Employee from violating his covenants in this Section 10. In addition, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing contained herein shall in any manner be construed to prohibit the Executive or limit Employer from disclosing Confidential Information as required by pursuing against Employee or others all other remedies available to Employers at law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reasonin equity, all documents containing or referring to Confidential Information from a breach of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestthis Section 10.

Disclosure of Confidential Information. The Company has developed confidential information, strategies Confidential and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information Proprietary Information (collectively, “Confidential Information”)) is defined to include, provided but is not limited to, Company books; records; compilations of information; processes; teaching methods and techniques; secret inventions and specifications; information about computer programs or systems; names; usages and requirements of past, present and prospective customers of the Company; processes or methods by which the Company promotes its services and products and obtains customers; customers’ buying habits and special needs; profits; sales; suppliers; personnel; pricing policies; operational methods; technical processes and other business affairs and methods, and plans for future developments and other information which is not readily available to the public. Confidential Information also includes, but is not limited to, any information and material relating to any customer, vendor, licensor, licensee or other party transacting business with the Company. Employee hereby acknowledges that Confidential Information is developed and will be developed by or for the Company at great expense. Employee will have access to and receive Confidential Information and agrees, during the term “Confidential Information” shall not include (i) any such of employment and forever thereafter, to keep confidential all information that, prior to its use or disclosure provided by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed excepting only such information as is already known to and work with the public. Employee agrees not to release, use or disclose any Confidential Information or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, except with the prior written permission of the Chief Executive Officer and/or President of the Company. Executive may also be exposed to and work with Employee shall not make use of any Confidential Information for Employee’s own purposes or the benefit of anyone other than the Company. Employee recognizes and acknowledges that the list of the Company’s affiliates customers, as it may exist from time to time, is a valuable, confidential, special, and subsidiaries. Executive acknowledges that Confidential Information unique asset of the Company and its affiliates and subsidiaries is critical to the Company’s success and that business. Employee will not, during or after the Company and its affiliates and subsidiaries have invested substantial sums term of money in developing Employee’s employment, use or disclose the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information list of the Company’s customers or any part thereof to any person, its affiliatesfirm, and/or its subsidiaries corporation, association, or other entity for any reason or purpose whatsoever. RETURN OF PROPERTY: Employee agrees that may be upon request by the Company, and in Executiveany event upon termination of employment, Employee shall turn over to the Company all documents, papers or other material in Employee’s possession or under Employee’s control will which may contain or be delivered by Executive derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee’s services to the Company promptly upon whether or not such material is at the date hereof in Employee’s possession. Employee agrees that Employee shall have no proprietary interest in any work product developed or used by Employee arising out of Employee’s employment by the Company. Employee shall, from time to time as may be requested by the Company, do all things which may be necessary to establish or document the Company’s requestownership interest in any such work product, including, but not limited to execution of appropriate copyright applications or assignments.

Disclosure of Confidential Information. The Company has developed Each of Marathon, USX --------------------------------------- and Ashland (each, a "Disclosing Party") hereby agrees that during the Term of ---------------- the Company, it shall not, and it shall cause its Affiliates not to, disclose or furnish to anyone any confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which relating to the Company is engaged that is not known and its subsidiaries ("Confidential Information") except pursuant to a confidentiality ------------------------ agreement in form and substance reasonably satisfactory to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided other parties hereto which expressly provides that the term “other parties hereto shall be a beneficiary thereof (a "Confidentiality Agreement"). The foregoing restriction ------------------------- on disclosure of Confidential Information” Information shall not include apply to (i) any such information that, prior to its use which is or disclosure by Executive, can be shown to have been in becomes part of the public domain or generally known or available to customers, suppliers or competitors of the Company through no fault or breach of the provisions of this Agreement or other non-disclosure covenantsDisclosing Party; (ii) information which at the time of disclosure is already in the possession of the Disclosing Party in written form and was not received directly or indirectly from the Company or any such of its subsidiaries under a requirement of confidentiality; (iii) information that, prior to its disclosure received by the Executive, was rightfully in the receiving Disclosing Party from a third party’s possession; provided that the Disclosing Party, without violation after reasonable -------- inquiry, has no reason to believe that the third party obtained the information directly or indirectly from the Company or any of its subsidiaries under a requirement of confidentiality; (iv) information required to be disclosed under subpoena or other mandatory legal process; provided, that the Disclosing Party -------- shall give the Company timely notice of the provisions service of this Agreement the subpoena or other non-disclosure covenantsprocess so that the Company may seek a protective order or other legal remedy to prevent such disclosure; (v) information which has been subsequently and independently acquired or developed by the Disclosing Party without violating any of its obligations under this Section 14.02(b) or under any Confidentiality Agreement; and (iiivi) any such information thatwhich is required or advisable to be disclosed under the Securities Act or the Exchange Act. Notwithstanding the foregoing, prior a Disclosing Party shall be permitted to disclose Confidential Information to its disclosure by directors, officers, employees, auditors, agents, advisors and representatives (such persons being collectively referred as its "Representatives") if the Executive, was independently developed by the receiving third party without violation --------------- Disclosing Party informs its Representatives of the provisions confidential nature of the Confidential Information and obtains their agreement to be bound by this Section 14.02(b) and not to disclose such Confidential Information to any other person. Each Disclosing Party shall be responsible for any breach of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and Section 14.02 by its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestRepresentatives.

Disclosure of Confidential Information. The In consideration of each of 1MM and the Company has developed confidential information(as the context requires, strategies each a "Discloser") making their Confidential Information available to the other party (as the context requires, each a "Recipient") in connection with the Opportunity, each Recipient undertakes to the other Recipient, that it will: use the Discloser’s Confidential Information disclosed, acquired and/or learnt by it only for the purpose of assessing and/or evaluating the Opportunity; maintain as confidential, secret and programssecure from unauthorised disclosure all of the Discloser’s Confidential Information and all information generated from it, which include customer listsmay come into its possession in any manner; not directly and/or indirectly use and/or disclose any of the Discloser’s Confidential Information in whole or in part, prospectsfor its own purposes or to obtain a commercial, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements trading or other advantage or otherwise than in accordance with the terms of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known this Agreement; only disclose and/or allow access to the public and gives the Company an opportunity Discloser’s Confidential Information to obtain an advantage over competitors those of its Affiliates who do not know of need to see such information (collectivelyfor the purposes of the evaluation of the Opportunity; ensure that its Affiliates to who Confidential Information is disclosed are aware of the obligations of confidentially set out in this Agreement; not use, “reproduce, transform, process or store any of the Discloser’s Confidential Information in any computer and/or electronic information retrieval system without the Discloser’s prior written consent; at the Discloser’s request made at any time deliver up to the Discloser all documents, material and/or other media which may be in its possession, power or control which comprises or contains any part of the Discloser’s Confidential Information”); not remove, provided obscure, amend and/or deface any confidentiality notice or notice of ownership or origin contained in or on the Discloser’s Confidential Information; and keep the Discloser’s Confidential Information, copies of it and/or information generated from it, separate from its own documents, paperwork or records and in a secure storage in locked premises. Each party confirms that the term “confidentiality obligations imposed by this Agreement extend to any Confidential Information” shall not include (i) any such information thatInformation which has been, prior or may have been, supplied to its use or disclosure by Executive, can be shown to have been in it before the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions date of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by despite the Executive, was rightfully in the receiving third party’s possession, without violation absence of the provisions of a written agreement and this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by merely records in writing the Executive, was independently developed by oral confidentiality obligations under which each party received the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the CompanyDiscloser’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by Any copy of the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Discloser’s Confidential Information of Companyor other information generated from it and made by a Recipient, its affiliates, and/or its subsidiaries unless specifically directed by will belong to the Company to do so in writing, provided that nothing herein shall prohibit Discloser and such copies will immediately become the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information property of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly Discloser upon the Company’s requestcreation.

Disclosure of Confidential Information. The You recognize that the services you perform for the Company has developed and its affiliates are special, unique and extraordinary in that you may acquire confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and or other competitive information about concerning the business in which operations of the Company is engaged that is not known to and its affiliates, the public and gives use or disclosure of which could cause the Company an opportunity to obtain an advantage over competitors who do and its affiliates substantial loss and damages which could not know be readily calculated, and for which no remedy at law would be adequate. Accordingly, you agree that you will not at any time during your employment with the Company or any Subsidiary or thereafter, except in performance of such information your obligations thereto, disclose, either directly or indirectly, any Confidential Information (collectively, “Confidential Information”), provided as hereinafter defined) that you may learn by reason of his association with the Company and its affiliates. The term “Confidential Information” shall not include (i) mean any such past, present or future confidential or secret plans, programs, documents, agreements, internal management reports, financial information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information thatmaterial relating to the business, prior to its disclosure by the Executivestrategies, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement services or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information activities of the Company and its affiliates and subsidiaries is critical affiliates, including, without limitation, information with respect to the Company’s success and its affiliates’ operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships (including leases), regulatory status, compensation paid to employees or other terms of employment, and trade secrets, market reports, customer investigations, customer lists and other similar information that is proprietary information of the Company and or any of its affiliates and subsidiaries have invested substantial sums affiliates. Notwithstanding the foregoing, you may disclose such Confidential Information when required to do so by a court of money in developing competent jurisdiction, by any governmental agency having supervisory authority over the Confidential Information. While Executive is employed by business of the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, and/or its affiliates, and/or its subsidiaries unless specifically directed as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order you to divulge, disclose or make accessible such information; provided, further, that in the event that you are ordered by any such court or other government agency, administrative body or legislative body to disclose any Confidential Information, you shall (i) promptly notify the Company to do so in writingof such order, provided that nothing herein shall prohibit (ii) at the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information written request of the Company, its affiliatesdiligently contest such order at the sole expense of the Company as expenses occur and (iii) at the written request of the Company, and/or its subsidiaries that seek to obtain, at the sole expense of the Company, such confidential treatment as may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestavailable under applicable laws for any information disclosed under such order.

Disclosure of Confidential Information. The Company has developed Agent acknowledges that, in and as a result of it performing the Agent duties hereunder, it will be making use of, acquiring and/or adding to confidential informationinformation of a special and unique nature and value relating to lists of Company's clients, strategies customers, leads, Company's contracts, business records, techniques, including but not limited to educational techniques utilized to train Agent and programsother Agents and Independent Contractors of Company, which include customer listsmethods, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programsmethodologies, computer systems facts, data, and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about concerning the business in which and/or affairs of the Company is engaged ("Confidential Information".). As an inducement for Company to enter into this Agreement, Agent agrees that is not known it will not, at any time, either during the term of this agreement or for a one (1) year period thereafter, divulge, review or communicate to any person, firm, corporation or entity whatsoever, directly or indirectly, or use for his own benefit or the benefit of others, any confidential Information of company which may be in his possession. Agent further acknowledges that all records and lists of company's clients, banking relationships, banking contracts, credit reports, as well as other confidential records and items referred to herein above, as well as any and all matters affecting or relating to the public business and gives financial operation of the Company an opportunity to obtain an advantage over competitors who do Company, are the property of the company and are material and confidential and greatly affect the effectiveness and successful conduct of the business of the company and the good will of the company. Agent hereby agrees that it will not know of such information (collectivelydivulge, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) disclose or communicate any such information thatto any person, prior to its use firm, corporation or disclosure other entity during the Term of this agreement and for a period of one (1) year thereafter. In the event of a breach or threatened breach by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors Agent of the Company through no breach any of the provisions of this Agreement Paragraph "5", Company, in addition to and not in limitation of any other rights, remedies or other non-disclosure covenants; (ii) damages available to Company at law or in equity, shall be entitled to a permanent injunction, in order to prevent and/or restrain any such information thatbreach by Agent, prior to its disclosure or by Agent's partners, agents, representatives, servants, employers, employees and/or any and all persons directly or indirectly acting for, in concert with or by the Executive, was rightfully in the receiving third party’s possession, without violation direction of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestagent.

Disclosure of Confidential Information. The Company has developed confidential information10.1. Employee hereby acknowledges that the principal business of the Corporation is providing video and audio production and satellite and other distribution services to television and radio stations and Internet sites for corporations and other organizations seeking to communicate their news to the public; corporation consultation and production; distribution of public relations text, strategies audio and programsvideo to news media and the general public via satellite, which include customer listsstreaming media, prospectscassette, listswire or other means; distribution of press releases by the Internet, expansion mail and acquisition plans, market research, sales systems, facsimile; the maintenance of databases of media contacts for and on behalf of clients; research and analysis of communications and marketing programs, computer systems including analysis and programsappraisals of public relations and public affairs campaigns, product development strategiesmarketing and promotional plans, manufacturing strategies measurement system design as determined through press clipping review, either on paper, video or audio tape or electronic database searches, dashboard development, workshops and techniquesconferences; and such other businesses as the Corporation may conduct from time to time (the "Business"). Employee acknowledges that he will be acquiring confidential information concerning the Corporation and the Business and that, budgetsamong other things, pricing strategieshis knowledge of the Business will be enhanced through his employment by the Corporation. Employee acknowledges that such information is of great value to the Corporation, identity is the sole property of the Corporation, and requirements has been and will be acquired by him in confidence. In consideration of national accountsthe obligations undertaken by the Corporation herein, customer listsEmployee will not, methods at any time, during or after the term of operatingthis Agreement, service systemsreveal, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not divulge or make known to any person, any information which is treated as confidential by the public Corporation and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been otherwise in the public domain or generally previously known to him. Employee agrees that all materials or available to customers, suppliers or competitors copies thereof containing confidential information of the Company through no breach Corporation in Employee's custody or possession will not, at any time, be removed from the Corporation's premises without prior written consent of an executive officer of the provisions Corporation (except as reasonably necessary in the discharge of this Agreement Employee's duties hereunder, including without limitation, the performance by Employee of his duties from a home-based office) and shall be delivered to the Corporation upon the earlier of (i) a request by the Corporation or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation termination of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s Employee's employment with the Company ends for Corporation. After such delivery, Employee shall not retain any reason, all documents containing such materials or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestcopies thereof.

Disclosure of Confidential Information. The Except to the extent (i) authorized by the express prior consent of the Board of Directors of NFP, or (ii) required by applicable law or any legal process or (iii) reasonably believed by the Company has developed confidential informationor the Principals or Specified Stockholders who are current members of the Company’s management (the “Management Stockholders”) to be desirable and appropriate in performing their obligations under this Agreement, strategies neither the Company, the Principals nor the Management Stockholders will, directly or indirectly, at any time prior to or, with respect to the Principals and programsManagement Stockholders, which include customer after the Closing, use or exploit, or disseminate, disclose, or divulge to any person, Confidential Information of the Company or any of its subsidiaries. All computer software, business cards, telephone lists, prospects, client lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer prospective client lists, methods price lists, contract forms, catalogs, books, records, files and know how of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company are acknowledged to be the property of the Company and shall not be duplicated, removed (except temporarily in the ordinary course of business of the Company) from the Company’s possession or premises or made use of other than in pursuit of the Company’s business or as may otherwise be required by law or any legal process, or as is engaged that is not known necessary in connection with any adversarial proceeding against the Company and, at the Closing the Principals and the Management Stockholders shall deliver to the public Company, without further demands, all copies thereof which are then in the possession or under the control of the Principals and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectivelyManagement Stockholders. As used herein, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) mean any such and all information that, prior about the Company or any of its subsidiaries or the Business or relating to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors trade secrets of the Company or any of its subsidiaries or the Business, in each case whether or not disclosed to the Principals or the Management Stockholders or whether or not known by the Principals or the Management Stockholders as a consequence of or through no their relationship with the Company, if such information is not publicly available (other than through a breach by the Principals or the Management Stockholders of this Section 5.5(d)). The Principals and the Management Stockholders acknowledge and agree that the term Confidential Information includes, without limitation, all information regarding the following: products, services, customer and lead lists (including, without limitation, names, addresses and telephone numbers), purchasing criteria and habits of customers and clients of the Company, business plans, methods and procedures, accounting data, contract forms, commission structures, business and financial models, files and accounting and financial data of the Company. The Company, the Principals and the Management Stockholders further agree to cause their respective members and managers, as applicable, to comply with the provisions of this Section 5.5(d) as if they were parties to this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure and expressly bound by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestSection.

Disclosure of Confidential Information. The Company Mxxxx recognizes, acknowledges, and agrees that he has developed had and will continue to have access to secret and confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which regarding the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information Company, its subsidiaries, and their respective businesses (collectively, “Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use is not in or disclosure by Executive, can be shown to have been in does not hereafter become part of the public domain domain, or generally become known or available to customers, suppliers or competitors others through no fault of Mxxxx. Mxxxx acknowledges that such information is of great value to the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of is the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information sole property of the Company and its affiliates Company, and subsidiaries is critical to has been and will be acquired by him in confidence. In consideration of the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed obligations undertaken by the Company herein, Mxxxx will not, at any time, during or after his employment hereunder, reveal, divulge, or make known to any person, any information acquired by Mxxxx during his employment, which is treated as confidential by the Company, and after such not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of Mxxxx’ employment ends hereunder. Mxxxx affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Company or its subsidiaries. In the event that Mxxxx’ employment with the Company terminates for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein Mxxxx shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive deliver forthwith to the Company promptly upon any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, Mxxxx shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company’s request. NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT. The Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2000, xxxxxx xx 00 X.X.X. § 0000(x): “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—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Furthermore, an employee also has the right to disclose trade secrets in a document filed in a lawsuit for retaliation against such reporting, but only if (a) the filing is made under seal and (b) the trade secret is not disclosed except pursuant to a court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b)

Disclosure of Confidential Information. The Company has developed Seller and Purchaser shall keep confidential informationand not make any public announcement or disclose to any Person the existence or any terms of this Agreement or, strategies and programsuntil Closing, any information disclosed by the Inspections or in the Seller Due Diligence Materials, the Purchaser Due Diligence Reports or any other documents, materials, data or other information with respect to the Property or the Business which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not generally known to the public (other than as a result of a disclosure arising from a breach or default of the confidentiality provisions of this Agreement) and gives the Company an opportunity which has not been received by Purchaser from a third party who, to obtain an advantage over competitors who do Purchaser’s Knowledge, is not know of under a confidentiality obligation to Seller with respect to such materials, data or other information (collectively, the “Confidential Information”)) . Notwithstanding the foregoing, provided Seller and Purchaser shall be permitted to (a) disclose any Confidential Information required under Applicable Law, including the rules and regulations of the Securities and Exchange Commission, or (b) disclose any Confidential Information to any Person on a “need to know” basis, such as their respective shareholders, principals, partners, members, trustees, beneficiaries, directors, officers, employees, attorneys, consultants, advisors, agents, representatives, engineers, surveyors, lenders, investors, managers, franchisers and such other Persons whose assistance is required to consummate the transactions described in this Agreement; provided, however, that the term “Confidential Information” shall not include Purchaser (i) in the case of clause (a) shall advise Seller immediately upon receiving any demand for disclosure of any Confidential Information pursuant to Applicable Law, and Seller shall have the right to obtain a protective order or agree to an arrangement with the Person demanding such Confidential Information to prevent or limit the extent of such disclosure prior to Purchaser’s disclosure of such Confidential Information (unless on the advice of counsel such information that, is required to be disclosed by Purchaser prior to its use obtaining such protective order or disclosure by Executiveagreement), can be shown to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; and (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation case of clause (b) shall advise such Person of the provisions confidential nature of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by , and cause such Person to maintain the Company and after confidentiality of such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestInformation.

Disclosure of Confidential Information. The Company has developed and Broker and their ______________________________________ respective Affiliates shall maintain the confidentiality of Confidential Information disclosed by either party to the other party under the terms of this Agreement and shall use such Confidential Information solely for the purposes contemplated by this Agreement. Except as otherwise provided in Sections VIII(A), VIII(B) and VIII(C), neither Company, nor Broker and their respective Affiliates shall disclose any Confidential Information that is covered by this Agreement to any person or entity other than to their respective employees, representatives or agents who need to know such Confidential Information for the performance of their work, unless authorized in writing by the affected party or if expressly required under the terms of a valid subpoena or order issued by a court of competent jurisdiction or regulatory body or Applicable Laws. "Confidential Information" means: (a) any information that this Agreement specifies shall be treated as "Confidential Information" under this Section VIII; (b) Nonpublic Personal Information; (c) information required to be treated as confidential under Applicable Laws; and (d) any information of Broker and its Affiliates that is disclosed by Broker or its Affiliates to Company or its Affiliates through the course of business during the term of this Agreement, or any information of Company and its Affiliates that is disclosed by Company or its Affiliates to Broker or its Affiliates through the course of business during the term of this Agreement, including but not limited to, new products, marketing strategies and materials, development plans, customer information, strategies and programs, which include customer client lists, prospectspricing information, listsrates and values, expansion financial information and acquisition plans, market research, sales computer systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which the Company is engaged that is not known to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of each such case if such information (collectivelyis clearly identified as and marked "CONFIDENTIAL" by the disclosing party. Notwithstanding the foregoing, “"Confidential Information”), provided that the term “Confidential Information” shall " does not include (ia) any such information that, prior to its use or disclosure by Executive, can be shown to have been which is now generally available in the public domain or generally known or available to customers, suppliers or competitors which in the future enters the public domain through no fault of the Company through no breach of the provisions of this Agreement or other non-disclosure covenantsreceiving party; (iib) any such information that, prior that is disclosed to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure party by the Executive, was independently developed by the receiving a third party without violation by such third party of an independent obligation of confidentiality of which the provisions of this Agreement receiving party is aware; or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and (c) information that the Company and its affiliates and subsidiaries have invested substantial sums of money disclosing party consents in developing writing that the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, receiving party may disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.

Disclosure of Confidential Information. The Company has developed confidential informationAs a further inducement for Amherst Southwest to enter into this Agreement, strategies Allstar agrees that for a period of five (5) years after the Closing Date, Allstar shall, and programsshall cause its Affiliates to, which include customer listshold in strictest confidence, prospectsand not, listswithout the prior written approval of Amherst Southwest, expansion and acquisition plansuse or disclose to any person, market researchfirm or corporation other than Amherst Southwest (other than as required by law) any information of any kind relating to (a) the Acquired Assets, sales systems(b) the AmTech Financial Statements, marketing programsor (c) the business, computer systems and programsfinancial condition, product development strategiesresults of operations or ownership of Amherst Southwest or AmTech (including in each case, manufacturing strategies and techniqueswithout limitation, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and all such information about the business in which the Company is engaged that is in written, computerized, machine readable, model, sample, or other form capable of physical delivery), except that the confidentiality obligations of this Section shall not known apply to: (a) such information as was generally available to the public and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its the Closing Date or thereafter becomes available to the public other than as a result of the breach of this Agreement by Allstar; (b) the use or disclosure by ExecutiveAllstar or its Affiliates of information to the extent required to enforce its rights under this Agreement or in connection with the transactions contemplated hereby; or (c) any disclosure of information to the extent disclosure of such information is required by law, can including post-closing reporting obligations of Allstar under the Securities Exchange Act; provided that Allstar may use information which relates to the Customer and Sales Records and Supplier and Purchasing Records in any manner not related to any Prohibited Business or the provision of IT Services in the El Paso Business Area, and provided further that in no event shall Allstar disclose the AmTech Financial Statements or any financial information of AmTech or Amherst Southwest without the prior written consent of Amherst Southwest, unless (y) such information is required to be shown disclosed pursuant to a valid order of a court or regulatory agency or other governmental body, in which case Allstar shall immediately provide Amherst Southwest with written notice and a copy of such order so that Amherst Southwest may seek a protective order or other relief prior to such disclosure by Allstar; or (z) Allstar reasonably believes, based upon the advice of its counsel, that disclosure by Allstar of such information to a court or arbitrator is necessary in connection with the enforcement by Allstar of its rights under this Agreement or any document or agreement executed in connection herewith, in which case Allstar shall provide Amherst Southwest with written notice of Allstar's intent to disclose such information to such court or arbitrator so that Amherst Southwest may seek any available assurances of confidentiality from such court or arbitrator. Any breach by Allstar of its obligations contained in the immediately preceding sentence shall be deemed a material breach of this Agreement and shall, if such breach occurs prior to the Closing, entitle Amherst Southwest to terminate this Agreement without opportunity for Allstar to cure, or, if such breach occurs after the Closing, entitle Amherst Southwest to refer such alleged breach to arbitration in accordance in Section 11.13, in each case in addition to seeking such other remedies to which Amherst Southwest may be entitled under this Agreement, at law or in equity. The award of the arbitrator for such breach may include the right of Amherst Southwest to set off any Damages found by such arbitrator to have been in the public domain or generally known or available suffered by Amherst Southwest as a result of such breach against any amounts payable to customers, suppliers or competitors of the Company through no breach of the provisions of Allstar under this Agreement or other non-disclosure covenants; (ii) any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestAgreement.

Disclosure of Confidential Information. a. Subject to Paragraph 8 below, I will not at any time, whether during or after the termination of my employment, disclose to any person or entity any of the Corporation’s Confidential Information, except as may be appropriately required in the ordinary course of performing my duties as an employee of the Corporation. The Company has Corporation’s Confidential Information includes but is not limited to the following non-public information: trade secrets; computer code generated or developed confidential by the Corporation; software or programs and related documentation; strategic compilations and analysis; strategic processes; business or financial methods, practices and plans; non-public costs and prices; operating margins; marketing, merchandising and selling techniques and information, strategies and programs, which include ; customer lists; details of customer agreements; pricing arrangements with drug manufacturers, prospects, lists, including but not limited to any discounts and/or rebates; pharmacy reimbursement rates; expansion strategies; real estate strategies; operating strategies; sources of supply; patient records; and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements confidential information of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in third parties which the Company is engaged that is not known given to the public and gives the Company Corporation pursuant to an opportunity obligation or agreement to obtain an advantage over competitors who do not know of keep such information confidential (collectively, “Confidential Information”), provided that the term “Confidential Information” . I shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown attempt to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) use any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information on behalf of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity other than the Corporation, or in any manner which may injure or cause loss or may be calculated to injure or cause loss, whether directly or indirectly, to the Corporation. For employees residing in Connecticut, these restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of Companymy employment where information that does not qualify as a trade secret is concerned; however, its affiliatesthe restrictions will continue apply to trade secret information for as long as the information at issue remains qualified as a trade secret. b. During my employment, and/or its subsidiaries unless specifically directed by I shall not make, use, or permit to be used, any materials of any nature relating to any matter within the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information scope of the Companybusiness of the Corporation or concerning any of its dealings or affairs other than for the benefit of the Corporation. I shall not, its affiliatesafter the termination of my employment, and/or its subsidiaries that may use or permit to be used any such materials and shall return same in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestaccordance with Paragraph 6 below. 6.

Disclosure of Confidential Information. The Company has developed confidential information, strategies Xxxxxxx agrees that any Confidential Information will be used by him only during the Consulting Period and programs, which include customer lists, prospects, lists, expansion only in connection with consulting activities on behalf of or for the benefit of Ameren and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business will not be used in which the Company is engaged any way that is not known detrimental to Ameren. Recognizing that the public and gives the Company an opportunity to obtain an advantage over competitors who do not know disclosure or improper use of such information (collectivelyConfidential Information will cause serious and irreparable injury to Ameren, “Confidential Information”), provided that the term “Confidential Information” shall not include Xxxxxxx agrees (i) to hold the Confidential Information (whether acquired during his employment with Ameren or during the Consulting Period) in strictest confidence and to apply his best efforts to protect such Confidential Information (including, without limitation, taking at least that level of precaution Xxxxxxx employs with respect to his most confidential materials), (ii) to maintain any such Confidential Information or any information thatderived therefrom wholly separate from information provided to Xxxxxxx by any third party or belonging thereto, prior (iii) not to its use or disclosure by Executivedisclose, can directly or indirectly, any such Confidential Information or any information derived therefrom to any third party, (iv) not to take any such Confidential Information into the facilities of any third party, (v) not to imitate, engineer or reverse engineer any such Confidential Information, (vi) not to otherwise use such Confidential Information for his own benefit or the benefit of others, without the prior written consent of Ameren, except as may be shown necessary to have been execute his consulting duties, and (vii) to return all Confidential Information in the public domain his possession, custody or generally known or available control to customers, suppliers or competitors Ameren within two business days of the Company through no breach of the provisions termination of this Agreement or immediately Initialed by Xxxxxxx X. Xxxxxxx CDN upon Ameren’s demand to return the Confidential Information to Ameren. Xxxxxxx shall notify Ameren in writing immediately upon the occurrence of any unauthorized release or other non-breach of this subsection of which Xxxxxxx is aware. In the event Xxxxxxx receives a subpoena or court order requiring the release of any Confidential Information, Xxxxxxx will notify Ameren’s Legal Department sufficiently in advance of the date for the disclosure covenants; (ii) any of such information thatin order to enable Ameren to contest the subpoena or court order, prior and Xxxxxxx agrees to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work cooperate with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to in any related proceeding involving the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums release of money in developing the any Confidential Information. While Executive is employed by The confidentiality obligations of this subsection shall survive the Company Consulting Period and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information the termination of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestthis Agreement.

Disclosure of Confidential Information. a. Subject to Section 7 below, I will not at any time, whether during or after the termination of my employment, disclose to any person or entity any of the Corporation’s Confidential Information, except as may be appropriately required in the ordinary course of performing my duties as an employee of the Corporation. The Company has Corporation’s Confidential Information includes but is not limited to the following non-public information: trade secrets; computer code generated or developed confidential by the Corporation; software or programs and related documentation; strategic compilations and analysis; strategic processes; business or financial methods, practices and plans; non-public costs and prices; operating margins; marketing, merchandising and selling techniques and information, strategies and programs, which include ; customer lists; details of customer agreements; pricing arrangements with drug manufacturers, prospects, lists, including but not limited to any discounts and/or rebates; pharmacy reimbursement rates; expansion strategies; real estate strategies; operating strategies; sources of supply; patient records; and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements confidential information of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in third parties which the Company is engaged that is not known given to the public and gives the Company Corporation pursuant to an opportunity obligation or agreement to obtain an advantage over competitors who do not know of keep such information confidential (collectively, “Confidential Information”), provided that the term “Confidential Information” . I shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown attempt to have been in the public domain or generally known or available to customers, suppliers or competitors of the Company through no breach of the provisions of this Agreement or other non-disclosure covenants; (ii) use any such information that, prior to its disclosure by the Executive, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information on behalf of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity other than the Corporation, or in any manner which may injure or cause loss or may be calculated to injure or cause loss, whether directly or indirectly, to the Corporation. For employees residing in Connecticut, these restrictions on use or disclosure of Confidential Information will only apply for three (3) years after the end of Companymy employment where information that does not qualify as a trade secret is concerned; however, its affiliatesthe restrictions will continue apply to trade secret information for as long as the information at issue remains qualified as a trade secret. b. During my employment, and/or its subsidiaries unless specifically directed by I shall not make, use, or permit to be used, any materials of any nature relating to any matter within the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information scope of the Companybusiness of the Corporation or concerning any of its dealings or affairs other than for the benefit of the Corporation. I shall not, its affiliatesafter the termination of my employment, and/or its subsidiaries that may use or permit to be used any such materials and shall return same in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s requestaccordance with Section 5 below. 5.

Disclosure of Confidential Information. The Company has developed confidential information, strategies and programs, which include customer lists, prospects, lists, expansion and acquisition plans, market research, sales systems, marketing programs, computer systems and programs, product development strategies, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, other trade secrets and information about the business in which Consultant acknowledges that the Company is engaged that is not known to the public a mineral exploration firm and gives the Company an opportunity to obtain an advantage over competitors who do not know of such information (collectively, “Confidential Information”), provided that the term “Confidential Information” shall not include (i) any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or available provision of its services hereunder, the Consultant will have access to customers, suppliers or competitors and be entrusted with a wide variety of the Company through no breach of the provisions of this Agreement or other confidential non-disclosure covenants; (ii) any such public information thatconcerning the properties, prior to its disclosure by the Executiveoperations, was rightfully in the receiving third party’s possession, without violation of the provisions of this Agreement or other non-disclosure covenants; assets and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information financial plans of the Company and its affiliates and subsidiaries is critical any related corporate entities (collectively the “Rise Group”) which, if disclosed, could cause irreparable and significant damage to the Company’s success and Rise Group. Accordingly, the Consultant, will take such reasonable steps as may be necessary to ensure that the Company Consultant’s directors, officers and its affiliates employees and subsidiaries have invested substantial sums legal counsel, accountants, financial advisors and other consultants and professional advisors (referred to as a “Related Party” or “Related Parties”) do not, either during or after the term of money in developing the Confidential Information. While Executive is employed Consultant’s retainer by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliatesdisclose any confidential, and/or its subsidiaries that non-public or proprietary information of the Rise Group in connection with the properties, assets or financing plans of the Rise Group to any person, firm, corporation, association, partnership or other entity for any reason or purpose whatsoever unless expressly permitted in writing by the Company. Further, the Consultant will not, nor, if applicable, will it permit or suffer any of the Related Parties to, during the term of the Consultant’s retainer hereunder, give, deliver, reveal to, or otherwise permit any person to come into possession of any confidential, non-public or proprietary information of the Rise Group, whether in written, photographic, photostatic, electronic or any other form, and upon the termination of this Agreement, the Consultant will return to the Company all such information and data as may be in Executive’s its possession or control control, or that of the Consultant’s employees. If requested by the Company, the Consultant will, if applicable, obtain from any of the Consultant’s Related Parties a non-disclosure covenant in favour of the Company upon substantially the terms of this Section 2.2. In the event of a breach or threatened breach by the Consultant or any Related Parties of the provisions of this Section 2.2, the Company will be delivered by Executive entitled to an injunction restraining the Consultant, or, if applicable, any of the Consultant’s Related Parties, from disclosing, in whole or in part, any of the confidential, non-public or proprietary information pertaining to the Company promptly upon the Company’s request.Rise

Disclosure of Confidential Information. 14. The Employee agrees, during the term of employment and forever thereafter, to keep confidential and not to use himself all information provided by or related to the Company has developed confidential informationincluding, strategies without limitation (i) information relating to the software, algorithms, computer processing systems and programstechniques with which the Employee becomes familiar as an employee of the Company, which include (ii) information and material relating to any customer, vendor, licensor, licensee, or other party transacting business with the Company, (iii) information as to sources of, and arrangements for, hardware supplied to customers or clients of the Company, (iv) customer or contact lists, prospects(v) all records, files, memoranda, reports, price lists, expansion and acquisition drawings, plans, market researchsketches, sales systemsdocuments, marketing programsequipment, computer systems and programsthe like, product development strategiesrelating to the business of the Company, manufacturing strategies and techniques, budgets, pricing strategies, identity and requirements of national accounts, customer lists, methods of operating, service systems, training programs and methods, or (vi) any other confidential information or trade secrets and information about respecting the business in or affairs of the business of the Company, or affairs of the Company which the Company Employee may acquire or develop in connection with or as a result of the performance of his services hereunder ("Confidential Information"), excepting only such information as is engaged that is not already known to the public public, and gives not to release, use or disclose the same except with the prior written permission of the Company. The Employee recognizes that the disclosure or use by himself of Confidential Information by the Employee may give rise to irreparable injury to the Company, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Employee of the provision of this paragraph, the Company shall be entitled to an opportunity injunction restraining the Employee from using the Confidential Information himself, from disclosing, in whole or in part, the Confidential information, or from rendering any services to obtain an advantage over competitors who do not know of such information (collectivelyany person, “firm, corporation, association or other entity to whom Confidential Information”), provided that in whole or in part, has been disclosed or is threatened to be disclosed. Nothing herein shall be construed as prohibiting the term “Confidential Information” shall not include (i) Company from pursuing any such information that, prior to its use or disclosure by Executive, can be shown to have been in the public domain or generally known or other remedies available to customers, suppliers or competitors of the Company through no for such breach or threatened breach, including the recovery of damages from the provisions Employee. The within undertakings shall survive the termination or cancellation of this Agreement or other non-of the Employee's employment. For clarity's sake, it is stated that disclosure covenants; (ii) any such information that, prior to its disclosure of Confidential Information by the Executive, was rightfully in Employee with the receiving third party’s possession, without Company's approval - written or oral - during the course of his fulfillment of his obligations under this Agreement will not constitute a violation of the provisions of this Agreement or other nonClause. Non-disclosure covenants; and (iii) any such information that, prior to its disclosure by the Executive, was independently developed by the receiving third party without violation of the provisions of this Agreement or other non-disclosure covenants. In performing duties for the Company, Executive regularly will be exposed to and work with Confidential Information of the Company. Executive may also be exposed to and work with Confidential Information of the Company’s affiliates and subsidiaries. Executive acknowledges that Confidential Information of the Company and its affiliates and subsidiaries is critical to the Company’s success and that the Company and its affiliates and subsidiaries have invested substantial sums of money in developing the Confidential Information. While Executive is employed by the Company and after such employment ends for any reason, Executive will never reproduce, publish, disclose, use, reveal, show or otherwise communicate to any person or entity any Confidential Information of Company, its affiliates, and/or its subsidiaries unless specifically directed by the Company to do so in writing, provided that nothing herein shall prohibit the Executive from disclosing Confidential Information as required by law or pursuant to legal process. Executive agrees that whenever Executive’s employment with the Company ends for any reason, all documents containing or referring to Confidential Information of the Company, its affiliates, and/or its subsidiaries that may be in Executive’s possession or control will be delivered by Executive to the Company promptly upon the Company’s request.Competition