Common use of Non-Disclosure Clause in Contracts

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Consultant agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredConsultant uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Agency’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to Agency hereunder. Consultant shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Consultant shall use reasonable efforts to assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Consultant shall advise Agency immediately if Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansterms this Section 8(b), and business strategies Consultant shall, at its expense, cooperate with Agency in seeking injunctive or other equitable relief in the name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Agency against any such person. The Employee Consultant agrees that, without the prior written consent of the Companyexcept as directed by Agency, he shall not, Consultant will not at any time during or after the term of his employment or at any time thereafterthe WOC disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the WOC, and that upon termination of the WOC or entity at Agency’s request, Consultant shall turn over to Agency all documents, papers, and other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents matter in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Consultant's possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Consultant is nonetheless legally compelled required to disclose Confidential Information pursuant to a subpoena or other legal process, Consultant shall notify Agency of such subpoena or other legal process, provide Agency with copies of any tribunal subpoena, other legal process and any other written materials supporting the subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, and otherwise cooperate with Agency in the Employee may, without liability hereunder, disclose event Agency decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Agency decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Agency’s decision to oppose the subpoena or legal process has not been successful, Consultant shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of this Section, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The For so long as Employee acknowledges is employed by Company and thereafter for so long as the Confidential Information (as hereinafter defined) has not otherwise been publicly disclosed by Company, Employee hereby expressly agrees that he has acquired(i) Employee shall not divulge, directly or indirectly, other than in the regular and proper course of business of Company, any Confidential Information, and will continue to acquire while employed by the Company and/or performing services (ii) Employee shall not use, directly or indirectly, any Confidential Information for the Consolidated Subsidiariesbenefit of anyone other than Company; provided, special knowledge of the businesshowever, affairsthat Employee shall have no obligation, strategies and plans of the Company and the Consolidated Subsidiaries express or implied, to refrain from using or disclosing to others any Confidential Information which has not been disclosed is or hereafter shall become generally available to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiariesthrough Employee’s breach of this Agreement. Notwithstanding anything to the foregoingcontrary in this Agreement, if (i) in the event that Employee is requested required by law, regulation, legal or required (including but not limited to by oral questionsregulatory process, interrogatoriescourt order, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar processgovernmental requirement (each a “Governmental Requirement”) to disclose any Confidential Information, Employee shall, to the Employee shall extent permitted by law, provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or (and Employee will reasonably cooperate with Company in such efforts, at Company’s request) or waive compliance with the provisions of this Section 10(a). IfAgreement and (ii) if, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is advised by legal counsel that it is nonetheless legally compelled required to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penaltyInformation, the Employee may, without liability hereunderunder this Agreement, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, so disclosed (provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwill cooperate with Company, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary at Company’s request, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded such disclosed information). In the event Employee makes or learns of any unauthorized disclosure of Confidential Information, Employee shall promptly notify Company of such unauthorized disclosure and in good faith cooperate with Company’s efforts to ameliorate the effects of, or otherwise enforce its rights in connection with, such unauthorized disclosure. Notwithstanding the foregoing, Employee may disclose Confidential Information to his attorneys, accountants or other professional advisors if such Confidential Information is necessary to address Employee’s legal, tax or accounting issues (provided that any such advisor other than an attorney or accountant shall be required to be bound by such tribunal. Notwithstanding anything to nondisclosure obligations at least as restrictive as the contrary herein, the parties hereto agree that nothing restrictions contained in this Agreement limits the Employee’s ability paragraph 2(a) prior to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided Confidential Information being disclosed to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch advisor).

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a5(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee hereby acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Employer possesses certain confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesinformation, including including, but not limited to, information about the customers, to client and customer lists, softwaresupplier lists, data, formulaefigures, processessales figures, inventionsprojections, trade secretsestimates, marketing information and planstax records, and business strategies of the Company and the Consolidated Subsidiariespersonnel history, accounting procedures, bids, and other information about relating to the products Employer's employees, clients, customers, client and customer requirements, methods of client development, suppliers, bidding techniques, pricing, research and development and other activities, services offered and business of the Employer (the foregoing being hereinafter referred to collectively as "Confidential Information") and that maintaining the confidential and proprietary nature of said Confidential Information is essential to the continued commercial success of the Employer's business and that said Confidential Information constitutes valuable and unique assets which provide the Employer with a distinct competitive advantage over competing businesses. Confidential Information shall not include any such information which (a) is or developed becomes publicly known through no wrongful act of Employee (b) is approved in advance of such use or planned disclosure in writing by Employer, or (c) is required to be offered disclosed by court order or developed lawful order of a governmental agency or regulatory body or by applicable law; provided, however, that in the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if event the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand demand, or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice notify Employer promptly of any such request or requirement so that the Company and/or a Consolidated Subsidiary Employer may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)3. If, in the absence of a protective order or other remedy or the receipt of a waiver from hereunder, Employee is, on the Companyadvice of counsel, the Employee is nonetheless legally compelled or required by applicable law to disclose any Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penaltytribunal, the Employee may, without liability hereunder, may disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with provided that Employee shall use his reasonable best efforts to obtain, at the Company and/or a Consolidated Subsidiary to obtain request and sole expense of Employer, an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Employer shall designate. Therefore, Employee hereby agrees that Employee shall not disclose, divulge, or use in any manner any such Confidential Information except as is specifically required in the performance of Employee's duties pursuant to this Employment Agreement, and that Employee will not, under any circumstances, communicate any such Confidential Information to any one not employed by the Employer and/or specifically authorized in writing by the Employer to receive such tribunalConfidential Information. Notwithstanding anything It is expressly agreed that the foregoing restrictions upon use, disclosure or communication of the aforementioned Confidential Information shall be in full force and effect forever and shall survive any termination of this Agreement, whether voluntary or involuntary, and regardless of the reason for or manner of termination. Upon the termination of this Agreement and Employee's employment hereunder, regardless of the reason for or manner of termination, Employee agrees that Employee will deliver to the contrary herein, the parties hereto agree that nothing contained Employer all originals and all copies in this Agreement limits the Employee’s ability 's possession of any and all documents of any nature containing, evidencing, or in any manner relating to report information to any Confidential Information as defined herein and shall not take any such documentation with Employee upon said termination. Employer acknowledges and agrees that notwithstanding the foregoing, Employee shall not be prohibited from utilizing and disclosing Confidential Information in connection with any action, suit, or file a charge other proceeding arising out of or complaint in connection with the Equal Employment Opportunity Commission, the Securities terms and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors provisions of the Federal Reserve System or any Stock Purchase Agreement and/or the other federalBuyer's Transaction Documents; provided, state or local governmental agency or commission however, that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands agrees that this Agreement does not limit his ability to communicate in connection with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencyaction, including providing documents or other informationsuit, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, no such disclosure of the Confidential Information shall be made until such time as an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets appropriate protective order, mutually acceptable to the attorney Employer and use the trade secret information Employee, shall be entered in any such action, suit, or proceeding or, in the court proceeding if event the individual (y) files parties cannot mutually agree upon the terms for such a protective order, upon the issuance of a protective order, upon motion by either party, as shall be determined to be appropriate by the trier of facts or arbitrator in any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch proceeding.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue Recipient agrees not to acquire while employed by disclose the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person third parties or entity to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other than representatives (collectively “Representatives”), except those Representatives who have a need to know the Company Confidential Information for accomplishing the Authorized Purpose described herein. In such instance(s), the Representatives (i) shall be made aware that the Confidential Information is confidential; and (ii) that such Representatives’ disclosure of the Consolidated SubsidiariesConfidential Information is restricted as set forth herein. Notwithstanding the foregoing, if the Employee is requested or Recipient may disclose the Disclosing Party’s Confidential Information to the extent required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand a valid order of a court of competent jurisdiction or other similar process) governmental body, or by applicable law; provided, however, that the Recipient will use all reasonable efforts to disclose any Confidential Informationpromptly notify the Disclosing Party of the obligation to make such disclosure in advance of the disclosure, the Employee shall provide the Company with prompt written notice of any such request unless otherwise prohibited by law or requirement court order, so that the Company and/or Disclosing Party will have a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance reasonable opportunity to object to such disclosure. The Recipient and its Representatives shall cooperate in all reasonable respects with the provisions of this Section 10(a). IfDisclosing Party in seeking to prevent or limit disclosure; and, in the absence of event that a protective order or other remedy or the receipt of a waiver from the Companyis not obtained, the Employee is nonetheless legally compelled Recipient will limit disclosure to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally actually required to be disclosed, provided that the Employee exercise his best Recipient exercises its reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance reasonable assurances that confidential treatment will be accorded to the Disclosing Party’s Confidential Information. The Recipient agrees that it shall treat the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commissionsame degree of care as it accords to its own confidential and proprietary information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Confidential Information commensurate with the sensitivity of such information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such Confidential Information of which the Recipient may become aware. The Recipient acknowledges and agrees that certain Confidential Information will be subject to export restrictions under the Arms Export Control Act (22 U.S.C. 2751 et seq.) or Executive Order 12470. In such instances, in addition to general non-disclosure restrictions set forth above, such Confidential Information shall not be transferred to any foreign person in the Securities and Exchange CommissionUnited States or abroad, except where authorized by the Federal Deposit Insurance Corporation, United States Department of State (ITAR) or the Board United States Department of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary Commerce (the “Government Agencies”EAR). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Such Confidential Information that is in his possession or under his control, shall be appropriately marked and shall retain no written or electronic record identified at the time of any Confidential Informationtransfer.

Non-Disclosure. The Employee acknowledges that he has acquiredFrom and after the date hereof, Shareholder shall not and shall cause its Representatives not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors and employees of Purchaser or the Company or use or otherwise exploit for his or its own benefit or for the benefit of anyone other than the Purchaser or the Company, any Confidential Information (as defined below). Shareholder and its Representatives shall not have any obligation to keep confidential any Confidential Information if, and will continue to acquire while employed the extent, disclosure thereof is specifically required by law; provided, however, Shareholder shall provide Purchaser with prompt notice of such requirement prior to making any disclosure so that Purchaser may seek an appropriate protective order. For purposes of this Section 3(c), “Confidential Information” shall mean any confidential information (whether or not in writing) with respect to the Company and/or performing services for Purchase Agreement, any of the Consolidated transactions contemplated thereby, and the Company, the Purchased Companies or their Subsidiaries, special knowledge including, methods of the businessoperation, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, softwareproducts, dataprices, formulaefees, processescost, technology, inventions, trade secrets, know-how, software, marketing information and methods, plans, and business strategies of the Company and the Consolidated Subsidiariespersonnel, and suppliers, competitors, markets, other specialized information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries proprietary matters (“Confidential Information”). The Employee agrees thatincluding, without the prior written consent limitation, information that was or will be developed, created, discovered by or on behalf of the Company, he shall notthe Purchased Companies or their Subsidiaries or will become known by, during the term of his employment or at any time thereafter, in any manner directly was or indirectly disclose any Confidential Information is conveyed to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to Purchased Companies or their Subsidiaries) or information of any tribunal or else stand liable for contempt or suffer other censure or penaltythird party which the Company, the Employee may, without liability hereunder, disclose Purchased Companies or their Subsidiaries is under an obligation to such tribunal only keep confidential that portion of is maintained by the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Company as confidential. “Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement ” does not limit his ability to communicate include, and there shall be no obligation hereunder with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencyrespect to, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence generally available to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose public on the date of reporting or investigating a suspected violation of law; this Agreement or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets becomes generally available to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does public other than as a result of a disclosure not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationotherwise permissible hereunder.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. Except for any license or other right expressly granted under these Terms and Conditions, each party retains all right, title and interest in or to any and all Confidential Information (as defined below) that it discloses to the other party under this Agreement. The Employee acknowledges party receiving Confidential Information (“Recipient”) will protect Confidential Information of the party disclosing Confidential Information (“Discloser”) against any unauthorized use, dissemination and disclosure to the same extent that he has acquiredthe Recipient protects its own Confidential Information of a similar nature against unauthorized use, dissemination or disclosure, but in no event using less than a reasonable standard of care. Recipient will use any and all Confidential Information of the Discloser solely to exercise its rights and perform its obligations hereunder. This Section will continue not be interpreted to acquire while employed prohibit any use or disclosure by the Company and/or performing services for Recipient made with the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated SubsidiariesDiscloser. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary Recipient may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally Discloser to the extent required to be disclosedby applicable law, provided that the Employee exercise his best efforts Recipient provides advance notice thereof as reasonably practicable so as to preserve the confidentiality of the afford Discloser an opportunity to oppose or otherwise limit such disclosure. “Confidential Information” means any trade secrets, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order Avanade Client information, or other reliable assurance confidential and/or proprietary information that is disclosed by one party to the other party under this Agreement that is: conspicuously marked or otherwise identified as confidential treatment will be accorded or proprietary upon receipt by Recipient; or, Recipient otherwise knows or has reason to know that the same is Confidential Information of Discloser. Confidential Information may be of a technical, business or other nature. However, Confidential Information does not include any information that: (a) was known to Recipient prior to receiving the same from the Discloser; (b) is independently developed by such tribunal. Notwithstanding anything or for Recipient without use of or reference to the contrary hereinother party’s Confidential Information; (c) is acquired by Recipient from a third party which was not, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does Recipient’s knowledge, under an obligation not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of lawdisclose such information; or (iid) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation becomes publicly available through no breach of law may disclose the employer's trade secrets to the attorney these Terms and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationConditions.

Non-Disclosure. The Employee acknowledges Executive agrees that he has acquiredthe Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent benefit of the Company, he shall not, either during the term period of his the Executive’s employment or service or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information or other confidential or proprietary information received from third parties subject to any person a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment or entity other than service by the Company and (or any predecessor). The foregoing will not apply to information that (i) was known to the Consolidated Subsidiaries. Notwithstanding public prior to its disclosure to the foregoing, if Executive; (ii) becomes generally known to the Employee public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Informationby applicable law, regulation or legal process (provided that the Employee shall provide Executive provides the Company with prompt written prior notice of any such request or requirement so that the contemplated disclosure and cooperates with the Company and/or a Consolidated Subsidiary may seek at its expense in seeking a protective order or other appropriate remedy and/or waive compliance with protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Section 10(a). IfAgreement who, in the absence of a protective order or other remedy or the receipt of a waiver from the Companyeach case, the Employee is nonetheless legally compelled agree to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to keep such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”)confidential. The Employee further understands that this Agreement does not limit his ability to communicate Executive is hereby notified in accordance with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, 2016 that the Employee understands that an individual may Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (ia) is made (Ai) in confidence to a federal, state state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who The Executive is further notified that if the Executive files a lawsuit for retaliation by an employer the Company for reporting a suspected violation of law law, the Executive may disclose the employer's Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the individual Executive: (ya) files any document containing the trade secret under seal; and (zb) does not disclose the trade secret, except pursuant to court order. On The provisions of this Section 7.3 will survive the Date expiration, suspension or termination of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing this Agreement for any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationreason.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Each of the businessparties, affairs, strategies and plans as a potential recipient of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries Confidential Information (“Confidential InformationRecipient”). The Employee , agrees thatthat such Recipient will not use, without the prior written consent of the Companydisseminate, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly way disclose any Confidential Information of the other party, as a potential discloser of Confidential Information (“Discloser”), to any person person, firm or entity other than business, except to the Company extent necessary to perform the Services contemplated hereby, or in the case of DCC, it shall have the right to disclose the Confidential Information to its legal and financial advisors and to its current or prospective financing sources to the Consolidated Subsidiaries. Notwithstanding extent that such disclosure is required in the foregoinggood faith opinion of its securities counsel in order to meet applicable legal disclosure obligations, and in all events such disclosure can be made if the Employee is requested or required (including but not limited recipient from the Recipient executes a nondisclosure agreement containing undertakings substantially similar to by oral questionsthose of Recipient per this Section 4.1; the terms of this sentence shall qualify the terms of the remainder of the sentences in this Section 4.1.. Each of the parties, interrogatoriesas Recipient, requests for information or documents in legal proceedingagrees that such Recipient shall treat all Confidential Information of the other party, subpoenaas Discloser, civil investigative demand or other similar process) with the same degree of care as such Recipient accords to disclose any such Recipient’s own Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agenciescase with no less than reasonable care. In addition, pursuant each of the parties, as Recipient, agrees that such Recipient shall disclose Confidential Information of the other party, as Discloser, only to those of such Recipient’s employees and independent contractors who need to know such information. Such Recipient certifies that Recipient’s employees and independent contractors have previously agreed, either as a condition to their service with Recipient or in order to obtain the Confidential Information of the Discloser, to be bound by terms and conditions substantially similar to those terms and conditions applicable to such Recipient under this Agreement. Each of the parties, as Recipient, shall immediately give notice to the Defend Trade Secrets Act other party, as Discloser, of 2016, the Employee understands that an individual may not be held criminally any unauthorized use or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) Discloser’s Confidential Information. Each of the parties, as Recipient, agrees to assist the other party, as Discloser, in confidence to a federal, state remedying any such unauthorized use or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose disclosure of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Discloser’s Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue agrees not to acquire while employed by the Company and/or performing services use other than for the Consolidated Subsidiaries, special knowledge benefit of the businessVsource Companies and to keep confidential, affairs, strategies and plans during the term of Employee's employment with the Company and for at least two (2) years thereafter, all information about the Consolidated Subsidiaries Vsource Companies which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesVsource Companies treat as confidential, including including, but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secretsmarketing plans, marketing information and planstechniques, technical information, and business strategies possible new products or services, except that Employee will not be required to keep particular items of information confidential after those items of information become generally available to the Company public without a breach by Employee of Employee's obligations under this Section. Employee covenants and agrees that except in the Consolidated Subsidiariesperformance of his duties hereunder, and other information about the products and services offered he will not, at any time, directly or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatindirectly, without the prior written consent of the Company, he shall not, during the term of his employment use or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person any confidential or entity proprietary information ("Confidential Information") obtained or developed by him while employed by the Company relating to the business of the Vsource Companies, except information which at the time (i) is available to others in the business or generally known to the public other than as a result of disclosure by him not permitted hereunder, (ii) is lawfully acquired from a third party who is not obligated to a Vsource Company to maintain such information in confidence or (iii) is used in any dispute or proceedings between the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the parties and/or Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information such information; provided, however, that prior to any tribunal or else stand liable for contempt or suffer other censure or penaltysuch compelled disclosure, Employee will (a) assert the Employee may, without liability hereunder, disclose to such tribunal only that portion privileged and confidential nature of the Confidential Information which is legally required to be disclosed, provided that against the Employee exercise his best efforts to preserve third party seeking disclosure and (b) cooperate fully with the confidentiality Company or any other Vsource Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment Employee will be accorded entitled to disclose the Confidential Information by such tribunal. Notwithstanding anything Information, but only as and to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability extent necessary to report information to or file a charge or complaint legally comply with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch compelled disclosure.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without a) Except (i) with the prior written consent of the CompanyAdviser in each instance or (ii) as may be necessary to perform the Subadviser’s services hereunder or (iii) as may be required by law or as directed by a court of competent jurisdiction, he governmental agency or self-regulatory organization, the Subadviser shall notnot disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during the term of his employment this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Adviser or any subsidiary or affiliate thereof, including confidential information relating to investors in FEFA (regardless of whether such investor information is presented on an investor-by-investor basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder; provided, however, that nothing contained in this Section 11 shall prevent the Subadviser from soliciting any FEFA Investor at any time thereafterusing any means, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required unless such solicitation (including but not limited to the period during which such solicitation may be made) or means are proscribed by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Section 10 hereof. If the Subadviser determines that as a matter of law it is required to disclose any Confidential Informationsuch confidential information or if the Subadviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Employee shall provide the Company with prompt Adviser written notice of any such request or requirement so that thereof and will use reasonable efforts (at no cost to the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with Subadviser) to assist the provisions of this Section 10(a). If, Adviser in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain seeking an appropriate protective order or other reliable assurance that confidential reasonable assurances as to the treatment will be accorded the Confidential Information by of any such tribunalrequired or directed disclosure. Notwithstanding anything the first sentence of this paragraph, but subject to the contrary hereinexceptions thereto, personally identifiable financial information relating to investors in FEFA shall at all times during the parties hereto agree that nothing contained in term of this Agreement limits the Employee’s ability to report information to (including any extension or file a charge or complaint renewal hereof) and at any time thereafter be maintained in accordance with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors principles of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over Trust’s privacy policies as described in the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law Prospectus for the disclosure of a trade secret that (i) is made (A) in confidence Trust from time to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationtime.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue agrees not to acquire while employed by the Company and/or performing services use other than for the Consolidated Subsidiaries, special knowledge -------------- benefit of the businessVsource Companies and to keep confidential, affairs, strategies and plans during the term of Employee's employment with the Company and for at least two (2) years thereafter, all information about the Consolidated Subsidiaries Vsource Companies which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesVsource Companies treat as confidential, including including, but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secretsmarketing plans, marketing information and planstechniques, technical information, and business strategies possible new products or services, except that Employee will not be required to keep particular items of information confidential after those items of information become generally available to the Company public without a breach by Employee of Employee's obligations under this Section. Employee covenants and agrees that except in the Consolidated Subsidiariesperformance of his duties hereunder, and other information about the products and services offered he will not, at any time, directly or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatindirectly, without the prior written consent of the Company, he shall not, during the term of his employment use or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person any confidential or entity proprietary information ("Confidential Information") obtained or developed by him while employed by the Company relating to the business of the Vsource Companies, except information which at the time (i) is available to others in the business or generally known to the public other than as a result of disclosure by him not permitted hereunder, (ii) is lawfully acquired from a third party who is not obligated to a Vsource Company to maintain such information in confidence or (iii) is used in any dispute or proceedings between the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the parties and/or Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information such information; provided, however, that prior -------- ------- to any tribunal or else stand liable for contempt or suffer other censure or penaltysuch compelled disclosure, Employee will (a) assert the Employee may, without liability hereunder, disclose to such tribunal only that portion privileged and confidential nature of the Confidential Information which is legally required to be disclosed, provided that against the Employee exercise his best efforts to preserve third party seeking disclosure and (b) cooperate fully with the confidentiality Company or any other Vsource Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment Employee will be accorded entitled to disclose the Confidential Information by such tribunal. Notwithstanding anything Information, but only as and to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability extent necessary to report information to or file a charge or complaint legally comply with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch compelled disclosure.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Recipient shall keep confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesshall not disclose, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed cause or planned permit to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatdisclosed, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than entity, (i) any information about a potential acquisition of or merger with the Company (the "Transaction") or the fact that Recipient has received the Confidential Information and is considering the Transaction and all discussions between the Company and Recipient related thereto, except the Consolidated SubsidiariesRecipient may make such disclosure if it has been advised by its outside counsel that such disclosure must be made in order that Recipient not commit a violation of law and if Recipient provides the Company, prior to making such disclosure, with notice of the decision to make such disclosure, and (ii) the Confidential Information, except, in either case, to those officers, employees or other authorized agents and representatives of Recipient to whom disclosure is reasonably necessary in Recipient's judgment in connection with the Transaction and who shall agree to be bound by the terms of this Agreement, and except as otherwise consented to in writing by the Company. Notwithstanding Recipient shall take all actions reasonably necessary to ensure that the foregoingConfidential Information remains strictly confidential and is not disclosed to or seen, if used or obtained by any person or entity except in accordance with the Employee terms of this Agreement. Recipient agrees not to contact any employees not specifically designated by the Company, customers or suppliers of the Company or its affiliates with respect to the Transaction or for the purpose of obtaining information for use in evaluating the Transaction, without the Company's prior written consent. Recipient further agrees that all inquiries, requests for information and other communications concerning the Transaction shall be made only to the employees designated by the Company or through Xxxx Xxxxxxxx Incorporated, the advisor to the Company, unless and until another contact person is identified to Recipient in writing by the Company. In the event that Recipient is requested or required (including but not limited to by oral questions, interrogatories, requests request for information or documents in legal proceedingproceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Employee Recipient shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver from by the Company, the Employee Recipient is nonetheless nonetheless, based on advice of its outside counsel, legally compelled to disclose Confidential Information to any tribunal or else stand liable for to contempt or suffer other censure or penalty, the Employee Recipient may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises Recipient is legally required to be disclosed, provided that the Employee exercise his best Recipient shall use its reasonable efforts to preserve the confidentiality of the Confidential Information, including including, without limitation limitation, by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded afforded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a11(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s 's ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “"Government Agencies”"). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s 's right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Seller agrees that he has acquired, and will continue the information contained in this Agreement as well as other information provided to acquire while employed Seller by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Buyer in connection with Buyer’s purchase of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, Cars (including but not limited toto the price, type and number of railcars to be purchased, particular configurations, designs or modifications, delivery locations and identity of Buyer’s customers and parties to whom the Cars are to be delivered) is confidential and, except as provided in this Agreement or required by Seller in order to fulfill the terms and conditions of Buyer’s purchase, Seller shall not disclose any thereof to any third party. Seller shall similarly treat any information about provided to Seller by Buyer in connection with the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies purchase of the Company and Cars prior to or subsequent to the Consolidated Subsidiaries, and other information about date of this Agreement as confidential in accordance with the products and services offered or developed or planned terms hereof. All of the foregoing is hereinafter referred to be offered or developed by as the Company and/or the Consolidated Subsidiaries (“Confidential Information”).” In particular, Seller agrees that it will not disclose any of the Confidential Information to any affiliate of Seller engaged in the leasing of railcars or in the management of railcars or to the employees, officers or directors of any such affiliate. The Employee agrees thatNeither party, without the prior written consent of the Companyother, he shall not, during issue any press release or make any other public announcement or statement relating to Buyer’s purchase of the term of his employment Cars or at any time thereafter, in any manner directly or indirectly disclose containing any Confidential Information to any person or entity other than the Company and the Consolidated SubsidiariesInformation. Notwithstanding the foregoing, if Confidential information shall not include: (a) such information as is required to be made to UMLER and the Employee Association of American Railroads, (b) such information as is requested required to be disclosed by law, court or governmental agency or authority, (c) such information as is required (including but not limited to by oral questionseither party’s accountants, interrogatoriesauditors, requests for information or documents in legal proceeding, subpoena, civil investigative demand insurance carriers or other similar processlegal or financial advisors, and (d) information that becomes known to disclose any a party on a non-confidential basis from a source as to which the party has no actual knowledge that such source was bound by a confidentiality agreement with respect to such information. Confidential Treatment has been requested for portions of this document marked with asterisks. Seller shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information, and will not otherwise use such Confidential Information for the Employee shall provide the Company with prompt written notice benefit of any such request affiliate engaged in the leasing or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order management of railcars or other appropriate remedy and/or waive compliance third party. Seller shall notify Buyer immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and will cooperate with the provisions of this Section 10(a). If, Buyer in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled every reasonable way to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality help Buyer regain possession and control of the Confidential Information, including without limitation by cooperating and prevent its further unauthorized use. Seller acknowledges that monetary damages may be inadequate to protect Buyer against actual or threatened breach of this Agreement with the Company and/or a Consolidated Subsidiary respect to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by Information. Accordingly, Seller agrees that Buyer shall be entitled to seek injunctive relief for any such tribunal. Notwithstanding anything breach of Seller’s obligations or representations under this Agreement with respect to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information. BUYER STIPULATES ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF _THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION BY SELLER OR BREACH OF SELLER’S REPRESENTATIONS HEREIN.

Non-Disclosure. The Employee acknowledges that he has acquiredAs used herein, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (term “Confidential Information” includes any information that may be disclosed by one Party (the “Disclosing Party”)) to the other Party (the “Receiving Party”) in connection with this Agreement, regardless of whether such information is specifically designated as confidential and regardless of whether such information is in oral, written, electronic or other form, provided that where such information is disclosed in oral form if the Confidential Information is not of a nature that should reasonably be understood by the Receiving Party as being confidential, then to be considered Confidential Information for the purposes of this Agreement, the Disclosing Party must confirm in writing that such information is to be treated as Confidential Information within [***] days of such disclosure. The Employee agrees thatReceiving Party will hold Confidential Information in confidence using the same degree of care that it employs for its own highly-sensitive confidential or proprietary information, without which will in no event be less than a reasonable standard of care and will use and disclose the prior written consent Disclosing Party’s Confidential Information only for the purpose of performing its obligations and exercising its rights under this Agreement. The Receiving Party may permit those directors, officers, employees, consultants and advisers who have a need to know the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Disclosing Party’s Confidential Information to any person or entity other access such Confidential Information, provided that such employees are subject to confidentiality obligations that are no less stringent than the Company and the Consolidated Subsidiariesthose under Article 10 (Confidentiality). Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to Surface may disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required received from Vaccinex to its advisors or actual or potential acquirers or Sublicensees if such advisors and actual or potential acquirers or Sublicensees agree prior to disclosure to be disclosed, provided that bound by confidentiality obligations no less stringent than those under Article 10 (Confidentiality). The Receiving Party’s obligations under this Section 10.1 (Non-Disclosure) will continue throughout the Employee exercise his best efforts to preserve Term and for five (5) years following the confidentiality termination or expiration of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will this Agreement. The existence and terms of this Agreement shall be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationboth Parties.

Non-Disclosure. The Employee Nominee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, unless otherwise authorized by Pangaea, Nominee will hold in strict confidence and will not use nor disclose to third parties information Nominee receives from Pangaea or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives, except for (a) information which was public at the time of disclosure or becomes part of the public domain without the prior written consent disclosure by Nominee, (b) information which Nominee learns from a third party (other than Pangaea or its agents or representatives) which does not have a legal, contractual or fiduciary obligation of confidentiality to Pangaea or its agents or representatives, (c) following Nominee’s election as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Nominee’s duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any such request or requirement required disclosure pursuant to this clause (d), Nominee hereby agrees to use commercially reasonable efforts to notify Pangaea promptly so that the Company and/or a Consolidated Subsidiary Pangaea may seek a protective order or other appropriate remedy and/or or, in Pangaea’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If16; provided, further, that in the absence of a event that no such protective order or other remedy is obtained, or that Pangaea waives compliance with the receipt terms of a waiver from the Companythis Section 16, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is advised by counsel is legally required to be disclosedand will cooperate with Pangaea’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary hereinconfidential information. Except for disclosures pursuant to clauses (c) and (d) above, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability Nominee further agrees not to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System (i) make any public statement or any other federal, state or local governmental agency or commission that has jurisdiction over form of communication relating to the Solicitation without the prior permission of Pangaea and (ii) stand for election through nomination by the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to shareholder of the Company and/or any Consolidated Subsidiary(other than Pangaea), as director of the Company without the prior permission of Pangaea. This Agreement does not limit the EmployeeNothing in this paragraph shall constrain Nominee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally communications with his or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectlyher counsel, or prevent Nominee from disclosing information to an attorney; and (B) solely for the purpose of reporting his or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationher counsel.

Non-Disclosure. The Employee acknowledges that he has acquiredFollowing the Closing Date, all Assets shall be deemed, for purposes of this Section 11.2 and Section 11.3, below, to be Confidential Information of Purchaser, and Seller shall be deemed the receiving party with respect thereto, provided that an Asset will continue not be deemed to acquire while employed be Confidential Information if such Asset (i) is lawfully disclosed to Seller after the Closing Date by another source rightfully in possession of, and with the Company and/or performing services for right to disclose, such Asset (provided that such source did not have a confidentiality obligation to Seller on or prior to the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed Closing Date with respect to such Confidential Information); or (ii) becomes published or generally known to the public (including information known to the public through the sale of any Tissue Factor Antagonist in the ordinary course of business) through no fault or omission on the part of Seller or its Affiliates. After the Closing Date, and except to the extent necessary to perform the transitional services for Purchaser pursuant to the Transition Services Agreement and as permitted under Section 3.4(b), neither Seller nor Altor nor any of their successors and assigns shall (a) retain any document, databases or other media embodying any Confidential Information which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies a part of the Company Assets or use, publish or disclose to any Third Party any such Confidential Information (provided that notwithstanding the foregoing, Seller and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned Altor shall be entitled to be offered or developed by the Company and/or the Consolidated Subsidiaries retain one (“Confidential Information”). The Employee agrees that, without the prior written consent 1) copy of the Companyforegoing Confidential Information for administrative and legal purposes), he shall notnor (b) use, during the term of his employment publish or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person concerning Purchaser or entity other than its Affiliates. In the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice event of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions termination of this Section 10(a). IfAgreement, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federaleach Party shall treat as confidential and shall not disclose or use, state or local government official, either directly or indirectly, or permit others under its control to an attorney; disclose or to use, any Confidential Information concerning the other Party or its business or products, which Confidential Information was obtained pursuant to or in connection with the negotiation of this Agreement, unless such information is or becomes a matter of public knowledge through no fault of the receiving Party or can be shown to have been in its possession prior to disclosure by the disclosing Party and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets receiving Party shall promptly return to the attorney disclosing Party, upon written request, all written information and use documents received from the trade secret information disclosing Party, its affiliates, accountants or counsel, including all copies thereof. The Parties acknowledge that, in the court proceeding if event of breach or threatened breach of the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Terminationcovenants in this Section 11.2, the Employee shall promptly deliver damage or imminent damage to the Company all copies value and the goodwill of documents the disclosing Party, particularly of the Purchaser and the Program, will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the Parties agree, in addition to any other records (including without limitation electronic records) containing remedies available, injunctive relief may be granted for any Confidential Information that is in his possession or under his control, and such breach. The provisions of this Section 11.2 shall retain no written or electronic record survive any termination of any Confidential Informationthis Agreement.

Non-Disclosure. The Employee acknowledges In connection with the Contractor Services, the City may be exposed to certain information that he has acquiredContractor considers to be confidential or proprietary, and will continue to acquire while employed or which is otherwise designated by the Company and/or performing services for the Consolidated SubsidiariesContractor as confidential or secret (collectively, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatDuring the term of this Agreement and for three (3) years thereafter, without the prior written consent of City: (a) shall use reasonable care to protect all Confidential Information it receives; (b) shall not use Confidential Information for any purpose unrelated to the Company, he Contractor Services; and (c) shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly indirectly, disclose any Confidential Information to any person third party except to such of the City’s employees, agents and representatives who have a need to know such information for purposes of the Contractor Services and are bound by confidentiality obligations no less restrictive than those imposed on the City under this Agreement. The City shall be responsible for any unauthorized disclosure or entity use of Confidential Information by the City’s employees, agents and representatives. The obligations set forth in this Paragraph 9 shall not apply to such Confidential Information which (i) is or becomes generally available to the public other than as a result of a disclosure by the City; (ii) was available to City on a non-confidential basis prior to its disclosure by the Contractor or its agents; or (iii) becomes available to City on a non-confidential basis from a source other than the Company and the Consolidated SubsidiariesContractor or its agents. Notwithstanding the foregoing, if the Employee City is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceedingdocuments, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, City shall promptly notify the Employee shall provide the Company with prompt written notice Contractor of any such request or requirement request(s) so that the Company and/or a Consolidated Subsidiary Contractor may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)Agreement. City agrees to cooperate fully with the Contractor in seeking any protective order. If, in the absence of a protective order or other remedy or the receipt of a waiver from hereunder, City is, nonetheless, in the Companyreasonable opinion of their counsel, the Employee is nonetheless legally compelled to disclose any such Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, then it may disclose such information pursuant to such request or requirement without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The (i) Employee acknowledges agrees to preserve and protect the confidentiality of all Confidential Information. Employee agrees that he has acquiredduring the period of Employee’s employment with the Company and at any time thereafter (regardless of the reason for Employee’s separation or termination of employment): (A) Employee shall hold all Confidential Information in the strictest confidence, take all reasonable precautions and steps to safeguard all Confidential Information and prevent its wrongful use by or wrongful or inadvertent disclosure or dissemination to any unauthorized person or entity, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies follow all policies and plans procedures of the Company protecting or regarding the Confidential Information; and (B) Employee shall not, directly or indirectly, use for Employee’s own account, use for any other purpose, disclose to anyone, publish, exploit, destroy, copy or remove from the Consolidated Subsidiaries which has not been disclosed offices of the Company, nor solicit, allow or assist another person or entity to use, disclose, publish, exploit, destroy, copy or remove from the public offices of the Company, any Confidential Information or part thereof, except: (1) as permitted in the proper performance of Employee’s duties for the Company; (2) as permitted in the ordinary course of the Company’s business for the benefit of the Company; or (3) as otherwise permitted or required by law. Employee shall immediately notify the Chief Executive Officer (bxx@xxxxxxxx.xxx), Chief Financial Officer (bx@xxxxxxxx.xxx), Chief of Staff (Sxx@xxxxxxxx.xxx), and which constitutes confidential and proprietary business information owned General Counsel (pxx@xxxxxxxx.xxx) of Cryptyde, Inc. (collectively referred to as “Management”) if Employee learns of or suspects any actual or potential unauthorized use or disclosure of Confidential Information concerning the Company. In the event Employee is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by the Company and the Consolidated Subsidiariesany entity, including agency or person in any formal or informal proceeding including, but not limited to, information about the customersany interview, customer listsdeposition, softwareadministrative or judicial hearing and/or trial, dataexcept where prohibited by law, formulae, processes, inventions, trade secrets, marketing information Employee should immediately notify Management and plans, and business strategies deliver a copy of the Company and the Consolidated Subsidiariessubpoena, and process, notice or other information about the products and services offered request to Management as promptly as possible, but under no circumstances more than ten (10) days following Employee’s receipt of same; provided, however, Employee is not required to notify Management or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent provide a copy of the Companysubpoena, he shall notprocess, during the term notice or other request where Employee is permitted to make such disclosure of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information pursuant to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge applicable law or complaint with the Equal Employment Opportunity Commissionregulation, the Securities as set forth in Section 1(c) and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”Section 1(d). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Seller agrees that he has acquired, and will continue the information contained in this Agreement as well as other information provided to acquire while employed Seller by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Buyer in connection with Buyer’s purchase of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, Cars (including but not limited toto the price, type and number of railcars to be purchased, particular configurations, designs or modifications, delivery locations and identity of Buyer’s customers and parties to whom the Cars are to be delivered) is confidential and, except as provided in this Agreement or required by Seller in order to fulfill the terms and conditions of Buyer’s purchase, Seller shall not disclose any thereof to any third party. Seller shall similarly treat any information about provided to Seller by Buyer in connection with the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies purchase of the Company and Cars prior to or subsequent to the Consolidated Subsidiaries, and other information about date of this Agreement as confidential in accordance with the products and services offered or developed or planned terms hereof. All of the foregoing is hereinafter referred to be offered or developed by as the Company and/or the Consolidated Subsidiaries (“Confidential Information”).” In particular, Seller agrees that it will not disclose any of the Confidential Information to any affiliate of Seller engaged in the leasing of railcars or in the management of railcars or to the employees, officers or directors of any such affiliate. The Employee agrees thatNeither party, without the prior written consent of the Companyother, he shall not, during issue any press release or make any other public announcement or statement relating to Buyer’s purchase of the term of his employment Cars or at any time thereafter, in any manner directly or indirectly disclose containing any Confidential Information to any person or entity other than the Company and the Consolidated SubsidiariesInformation. Notwithstanding the foregoing, if Confidential information shall not include: (a) such information as is required to be made to UMLER and the Employee Association of American Railroads, (b) such information as is required to be disclosed by law, court or governmental agency or authority, (c) such information as is required by either party’s accountants, auditors, insurance Confidential Treatment has been requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand portions of this document marked with asterisks. carriers or other similar processlegal or financial advisors, and (d) information that becomes known to disclose any a party on a non-confidential basis from a source as to which the party has no actual knowledge that such source was bound by a confidentiality agreement with respect to such information. Seller shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information, and will not otherwise use such Confidential Information for the Employee shall provide the Company with prompt written notice benefit of any such request affiliate engaged in the leasing or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order management of railcars or other appropriate remedy and/or waive compliance third party. Seller shall notify Buyer immediately upon discovery of any unauthorized use or disclosure of Confidential Information, and will cooperate with the provisions of this Section 10(a). If, Buyer in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled every reasonable way to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality help Buyer regain possession and control of the Confidential Information, including without limitation by cooperating and prevent its further unauthorized use. Seller acknowledges that monetary damages may be inadequate to protect Buyer against actual or threatened breach of this Agreement with the Company and/or a Consolidated Subsidiary respect to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by Information. Accordingly, Seller agrees that Buyer shall be entitled to seek injunctive relief for any such tribunal. Notwithstanding anything breach of Seller’s obligations or representations under this Agreement with respect to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information. BUYER STIPULATES ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FOR ANY BREACH OF THIS AGREEMENT WITH RESPECT TO THE CONFIDENTIAL INFORMATION BY SELLER OR BREACH OF SELLER’S REPRESENTATIONS HEREIN.

Non-Disclosure. The Employee acknowledges Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredContractor uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Agency’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to Agency hereunder. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use reasonable efforts to assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Contractor shall advise Agency immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansterms this Section 8(b), and business strategies Contractor shall, at its expense, cooperate with Agency in seeking injunctive or other equitable relief in the name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Agency against any such person. The Employee Contractor agrees that, without the prior written consent of the Companyexcept as directed by Agency, he shall not, Contractor will not at any time during or after the term of his employment or at any time thereafterthe WOC disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the WOC, and that upon termination of the WOC or entity at Agency’s request, Contractor shall turn over to Agency all documents, papers, and other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents matter in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Contractor's possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Contractor is nonetheless legally compelled required to disclose Confidential Information pursuant to a subpoena or other legal process, Contractor shall notify Agency of such subpoena or other legal process, provide Agency with copies of any tribunal subpoena, other legal process and any other written materials supporting the subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, and otherwise cooperate with Agency in the Employee may, without liability hereunder, disclose event Agency decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Agency decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Agency’s decision to oppose the subpoena or legal process has not been successful, Contractor shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of this Section, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The Employee recognizes and acknowledges that he has acquiredthe Confidential Information constitutes valuable, special, and will continue to acquire while employed by unique assets of the Company and/or performing services GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries Grosvenor Parties which has is not been disclosed known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and which time, (iv) constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, “trade secrets, marketing ” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)a private nature. The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment either before or at any time thereafterafter the termination of his/her employment for any reason or under any circumstance, in use for Employee’s benefit or disclose to or use for the benefit of any manner directly or indirectly disclose other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, except as may be required or otherwise appropriate pursuant to any person his/her employment by Employer, unless and until such Confidential Information becomes public or entity generally available to Persons other than the Company and Grosvenor Parties other than as a consequence of the Consolidated Subsidiariesbreach by Employee of his/her confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). Ifis, in the absence opinion of a protective order or other remedy or the receipt of a waiver from the Companycounsel acceptable to Employer, the Employee is nonetheless legally compelled by law to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee maymay disclose such information, without liability hereunderprovided, disclose to however, that Employee shall promptly notify Employer of such tribunal only requirement so that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or Employer may seek a Consolidated Subsidiary to obtain an appropriate protective order order. Nothing in this §8 or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained otherwise in this Agreement limits the Employee’s ability prohibits Employee from reporting possible violations of applicable federal law or regulation to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission entity, or making other disclosures that has jurisdiction over are protected under the Company whistleblower provisions of applicable federal law or any Consolidated Subsidiary (the “Government Agencies”)regulation. The Employee further understands that this Agreement does not limit his ability need Employer’s prior authorization to communicate with make any Government Agencies such reports or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controldisclosures, and shall retain no written Employee is not required to notify Employer that Employee has made such reports or electronic record of any Confidential Informationdisclosures.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”’). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee Executive acknowledges that he has acquiredin the course of carrying out, performing, and fulfilling his responsibilities to the Employer, the Executive will continue be given access to acquire while employed by and be entrusted with Confidential Information relating to the Company and/or performing services Employer’s business. Executive acknowledges that all Proprietary Information shall be the sole property of the Employer and its successors and assigns. Executive further acknowledges that it is essential for the Consolidated Subsidiaries, special knowledge proper protection of the business, affairs, strategies business and plans the goodwill of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Employer that such Proprietary Information be kept confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered disclosed or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereaftercommunicated, in any manner or form, to third parties or used for the benefit of any third party and or Executive. Accordingly, Executive agrees that during the Term and thereafter for so long as the information remains Proprietary Information, to keep in confidence and trust all Proprietary Information, and not to use, disclose, disseminate, publish, copy, communicate or otherwise make available, directly or indirectly disclose indirectly, except in the ordinary course of the performance of Executive’s duties under this Agreement, any Confidential Proprietary Information except as expressly authorized in writing by the Employer; provided, however, that Executive shall be relieved of his obligation of nondisclosure hereunder as to any person information that (a) at the time of disclosure to Executive is known to, or entity other than readily ascertainable by, the Company and public; (b) or becomes known to the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand public through no fault of Executive or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions violation of this Section 10(a)Agreement. IfIn addition, in the absence Executive shall be relieved of a protective order or other remedy or the receipt his obligation of a waiver from the Company, the Employee nondisclosure hereunder: (X) as to Proprietary Information that is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be discloseddisclosed by any applicable judgment, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance decree of any court or governmental body or agency having competent jurisdiction or by any law, rule or regulation; or (Y) with respect to responding to an inquiry from, providing testimony before, or upon the written advice of counsel that confidential treatment will be accorded the Confidential Information by concludes such tribunal. Notwithstanding anything action is required to the contrary hereincomply with applicable securities laws, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commissioninitiating communications directly with, the Securities and Exchange Commission, the Federal Deposit Insurance CorporationFinancial Industry Regulatory Authority, the Board of Governors of the Federal Reserve System any other self-regulatory organization, or any other federalfederal or state regulatory body regarding a possible securities law violation; provided, state in either case, that prior to and in connection with any such disclosure, Executive shall give the Employer reasonable prior written notice of the disclosure of such information pursuant to this exception (to the extent permitted by applicable law) and shall cooperate with the Employer to permit the Employer to seek confidential treatment for any such information that the Employer deems to be Proprietary Information, from any authority requiring delivery of such information; provided further, however, that if the Employer has not obtained such confidential treatment by the date Executive is required by such authority to disclose the Proprietary Information, Executive shall be free to provide such disclosure and there shall be no violation of or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that damages determined under this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate for Executive’s disclosure action and compliance with or pursuant to such authority. Executive acknowledges having been notified that, notwithstanding any obligations in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In additionthis Agreement, pursuant to the Defend Trade Secrets Act of 20162016 (“DTSA”), the Employee understands that an individual may Employer shall not be held hold Executive criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret Proprietary Information that is made in confidence: (i) is made (A) in confidence to a federal, state state, or local government official, either directly or indirectly, and or (ii) to an attorney; and (B) attorney solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is . The Employer shall also not hold Executive liable for such disclosures made in a complaint or other document that is filed under seal in a lawsuit or other proceeding, if such filing is made under seal. Further, an individual Executive also acknowledges having been notified that individuals who files file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets secret to the attorney of the individual and use the trade secret information in the court proceeding proceeding, if the individual (y) files any document containing the trade secret under seal; seal and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate 6NEXT PAGE remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquiredClient may disclose to Consultant, or Consultant may otherwise receive access to, Confidential Information (defined below).Consultant and its Representatives (defined below) shall use the Confidential Information solely in performance of the Services pursuant to this Agreement. and during the Term of this Agreement, and will continue for a period of one (1) year thereafter, regardless of how this Agreement is terminated, subject to acquire while employed by next succeeding paragraph, shall not disclose or permit access to Confidential Information other than to its affiliates and its or their employees, attorneys and accountants (collectively, “Representatives”) who: (a) need access to such Confidential Information in connection with the Company and/or performing services for the Consolidated Subsidiaries, special knowledge provision of the business, affairs, strategies Services; (b) are informed of its confidential nature; and plans (c) are bound by confidentiality obligations no less protective of the Company Confidential Information than the terms contained herein. Consultant shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and the Consolidated Subsidiaries which has not been disclosed no less than a commercially reasonable degree of care. Consultant shall promptly notify Client in writing of any unauthorized use or disclosure of Confidential Information and use its best efforts to the public and which constitutes prevent further use or disclosure. Consultant shall be responsible for any breach of this Agreement caused by its Representatives. The term “Confidential Information” means all non-public, proprietary, or confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesof Client disclosed, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, to any trade secrets, marketing information in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and plansall notes, and business strategies of the Company and the Consolidated Subsidiariesanalyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information about that: (a) is or becomes generally available to the products and services offered public other than as a result of Consultant’s or developed its Representatives’ act or planned to be offered omission; (b) is obtained by Consultant or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Consultant establishes by documentary evidence, was or is independently developed by the Company and/or the Consolidated Subsidiaries (“Consultant or its Representatives without using any Confidential Information”). The Employee agrees that, without All written and oral information and material disclosed or provided by the prior written consent of Client to the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. If Consultant or any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee of its Representatives is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in a valid legal proceeding, subpoena, civil investigative demand or other similar process) order to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice Consultant shall, before such disclosure, notify Client of any such request or requirement requirements so that the Company and/or a Consolidated Subsidiary Client may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)remedy, and Consultant shall assist Client therewith. If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless If Consultant remains legally compelled to make such disclosure, it shall: (a) only disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which that, in the opinion of its legal counsel, Consultant is legally required to be discloseddisclose; (b) cooperate with Client to prevent or limit such disclosure, provided that the Employee exercise his best and (c) use reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance ensure that confidential treatment will be accorded the such Confidential Information by such tribunalis afforded confidential treatment. Notwithstanding anything to the contrary herein, the parties hereto agree Consultant acknowledges and agrees that nothing contained in any breach of this Agreement limits the Employee’s ability will cause irreparable harm and injury to report information Client for which money damages would be an inadequate remedy and that, in addition to remedies at law, Client is entitled to equitable relief as a remedy for any such breach. Consultant waives any claim or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission defense that Client has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate an adequate remedy at law in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other such proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue Recipient agrees not to acquire while employed by disclose the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person third parties or entity to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other than representatives (collectively “Representatives”), except those Representatives who have a need to know the Company Confidential Information for accomplishing the Authorized Purpose described herein. In such instance(s), the Representatives (i) shall be made aware that the Confidential Information is confidential; and (ii) that such Representatives’ disclosure of the Consolidated SubsidiariesConfidential Information is restricted as set forth herein. Notwithstanding the foregoing, if the Employee is requested or Recipient may disclose the Disclosing Party’s Confidential Information to the extent required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand a valid order of a court of competent jurisdiction or other similar process) governmental body, or by applicable law; provided, however, that the Recipient will use all reasonable efforts to disclose any Confidential Informationpromptly notify the Disclosing Party of the obligation to make such disclosure in advance of the disclosure, the Employee shall provide the Company with prompt written notice of any such request unless otherwise prohibited by law or requirement court order, so that the Company and/or Disclosing Party will have a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance reasonable opportunity to object to such disclosure. The Recipient and its Representatives shall cooperate in all reasonable respects with the provisions of this Section 10(a). IfDisclosing Party in seeking to prevent or limit disclosure; and, in the absence of event that a protective order or other remedy or the receipt of a waiver from the Companyis not obtained, the Employee is nonetheless legally compelled Recipient will limit disclosure to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally actually required to be disclosed, provided that the Employee exercise his best Recipient exercises its reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance reasonable assurances that confidential treatment will be accorded to the Disclosing Party’s Confidential Information. The Recipient agrees that it shall treat the Confidential Information with the same degree of care as it accords to its own confidential and proprietary information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Confidential Information commensurate with the sensitivity of such information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such tribunalConfidential Information of which the Recipient may become aware. Notwithstanding anything The Recipient acknowledges and agrees that certain Confidential Information may be subject to export control restrictions under the International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”), and the statutes pursuant to which they are administered. In such instances, in addition to general non- disclosure restrictions set forth above, such Confidential Information shall not be exported, re-exported, transferred, or retransferred to any foreign person in the United States or abroad, except where authorized by the United States Department of State (under the ITAR) or the United States Department of Commerce (under the EAR). Both parties agree that such information will be appropriately marked and identified as ITAR-controlled or EAR-controlled (as applicable) by the Disclosing Party at the time it is provided to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationRecipient.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his their employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a5(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his their best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.the

Non-Disclosure. The Employee acknowledges Design-Builder agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredthe Design-Builder uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Owner’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to the Consolidated SubsidiariesOwner under the Contract. The Design-Builder shall cause each of its employees, special knowledge subcontractors, sub-consultants and agents of their obligations to keep Confidential Information confidential. The Design-Builder shall use every reasonable effort to assist Owner in identifying and preventing any unauthorized use or disclosure of any Confidential Information. The Design-Builder shall advise Owner immediately if the businessDesign-Builder learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms this Section 8.8, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to Design-Builder shall, at its expense, cooperate with Owner in seeking injunctive or other equitable relief in the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Owner against any such person. The Employee Design-Builder agrees that, without except as directed by Owner, the prior written consent of the Company, he shall not, Design-Builder will not at any time during or after the term of his employment or at any time thereafterthis Agreement disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the Contract and that upon termination of the Contract or entity at Owner’s request, the Design-Builder shall turn over to Owner all documents, papers, and other than matter in the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Design-Builder's possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Design-Builder is nonetheless legally compelled required to disclose Confidential Information pursuant to any tribunal a subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, the Employee mayDesign- Builder shall notify Owner of such subpoena or other legal process, without liability hereunderprovide Owner with copies of any subpoena, disclose other legal process and any other written materials supporting the subpoena or other legal process, and otherwise cooperate with Owner in the event Owner decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Owner decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Owner’s decision to oppose the subpoena or legal process has not been successful, the Design-Builder shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of Sections 8.7 and 8.8 of this Agreement, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The Employee acknowledges that he has acquiredFor purposes of this Agreement, any information concerning the Parties hereto, the Company, or the Project, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been is disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned another Party pursuant to this Agreement shall be offered or developed by the Company and/or the Consolidated Subsidiaries (considered “Confidential Information”)” of the disclosing Party. The Employee agrees that, without Parties acknowledge that this Agreement itself constitutes the prior written consent Confidential Information of all of the Company, he shall not, during Parties. Each Party agrees that it will treat the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity of the other than Parties with the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any same degree of care with which it treats its own Confidential Information, the Employee shall provide the Company but in no event with prompt written notice less than a reasonable standard of any such request or requirement so care. Each Party agrees that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to it will disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required of a disclosing Party only to its and its Affiliates’ respective members, shareholders, partners, directors, officers, employees and attorneys who have a need-to-know such information, and who have been informed of the proprietary and confidential nature thereof, and who are under an obligation of confidentiality with respect thereto or have agreed to be disclosed, provided that the Employee exercise his best efforts to preserve the bound by confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing provisions at least as restrictive as those contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission Section 6.02. Each Party further agrees that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does it will not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government officialway, either directly or indirectly, disclose, publish, communicate, disseminate or transfer any such Confidential Information of another Party to an attorneyany third party without the prior written CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. consent in each instance of the disclosing Party (not to be unreasonably withheld) provided, that Purchaser may disclose Confidential Information of a disclosing Party to any consultants or actual or potential investors (including any ratings agencies) in connection with providing financing of the Facility or any of its assets, the purchase of the Company, or of the operation of the Facility or any part thereof; and (B) and, provided that Sellers may disclose Confidential Information to the parties to the Credit Facility to the extent necessary to obtain the Lender Consent; provided, in each case, that such persons agree to be bound by confidentiality provisions at least as restrictive as those contained in this Section 6.02. Furthermore, each Party agrees that it will use the Confidential Information of any other Party solely for the purpose of reporting carrying out this Agreement, and not to the detriment of the disclosing Party or investigating any of its Affiliates. Each Party shall immediately notify the disclosing Party of any unauthorized disclosure or use hereunder, and shall use all reasonable efforts necessary to prevent further disclosure. Notwithstanding the foregoing, Confidential Information of any other Party shall not include any information that: (a) was furnished by such Party prior this Agreement without restrictions; (b) was in the public domain without fault or knowledge of the receiving Party prior to such disclosure; (c) is received by either Party from a suspected violation third party without restriction or breach of lawany duty of confidentiality and without breach of this Agreement; or (iid) is made in independently developed by the receiving Party without reliance on the Confidential Information of the disclosing Party. Notwithstanding and without limiting the generality of this Section 6.02(a), this Section 6.02(a) is subject to Section 6.02(b) and a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law receiving Party may disclose the employer's trade secrets Confidential Information of a disclosing Party to the attorney extent permitted under Section 6.02(b). Sellers acknowledge and use agree that from and after the trade secret information in the court proceeding if the individual (y) files Closing, any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver Confidential Information relating to the Company all copies of documents or the Project (other records (including without limitation electronic recordsthan this Agreement and the terms hereof) containing any shall be Confidential Information that is in his possession of Purchaser and Company and not the Sellers or under his control, and shall retain no written or electronic record any of any Confidential Informationtheir Affiliates.

Non-Disclosure. The Employee acknowledges During the period from the disclosure of any Confidential Information of Discloser until [*****] years thereafter, Recipient agrees: (i) to protect the Confidential Information of Discloser, using at least the same degree of care that he has acquired, and will continue it uses to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes protect its own confidential and proprietary business information owned of similar importance, but no less than a reasonable degree of care; (ii) to use the Confidential Information of Discloser solely for the purpose of performing its obligations under this Agreement, and not to use the Confidential Information for any other purpose or for its own or any third party’s benefit without the express prior written consent of an authorized representative of Discloser in each instance; and (iii) not to disclose, publish, or disseminate Confidential Information of Discloser to anyone other than its Personnel who have a need to know the Confidential Information and who are bound by written agreement that prohibits unauthorized disclosure or use of the Company Confidential Information that is at least as protective of the Confidential Information as Recipient’s obligations hereunder. In addition, Recipient shall have the right to share the existence and nature of this Agreement with potential investors or acquirers for the Consolidated Subsidiariessole purpose of performing due diligence in connection with potential investment or acquisition, provided such potential investors or acquirers are bound by written agreements that prohibit unauthorized disclosure or use of the Confidential Information that is at least as protective of the Confidential Information as Recipient’s obligations hereunder. Recipient may disclose Confidential Information of Discloser to the extent required by law, provided that Recipient shall make reasonable efforts to give Discloser notice of such requirement prior to any such disclosure and shall take reasonable steps to obtain protective treatment of the Confidential Information. Within three Business Days of receipt of Discloser’s written request, and at Discloser’s option, Recipient will either return to Discloser all tangible Confidential Information of Discloser, including but not limited toto all electronic files, information about the customersdocumentation, customer listsnotes, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiariesdrawings, and other information about the products and services offered copies thereof, or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“will provide Discloser with written certification that all such tangible Confidential Information”)Information has been destroyed. The Employee agrees thatparties also agree that if either party breaches any of its obligations under this Section 11, without the prior written consent of the Companysuch breach will result in irreparable harm , he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary either party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationinjunctive relief.

Non-Disclosure. The Employee Participant recognizes and acknowledges that he has acquiredthe Confidential Information constitutes valuable, special, and will continue to acquire while employed by unique assets of the Company and/or performing services GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries Grosvenor Parties which has is not been disclosed known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and which time, (iv) constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, “trade secrets, marketing ” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)a private nature. The Employee agrees that, without the prior written consent of the Company, he Participant shall not, during the term of his employment either before or at any time thereafterafter the termination of Participant’s employment for any reason or under any circumstance, in use for Participant’s benefit or disclose to or use for the benefit of any manner directly or indirectly disclose other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, except as may be required or otherwise appropriate pursuant to any person Participant’s service for the GCM Group, unless and until such Confidential Information becomes public or entity generally available to Persons other than the Company and Grosvenor Parties other than as a consequence of the Consolidated Subsidiariesbreach by Participant of Participant’s confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). IfParticipant is, in the absence opinion of a protective order or other remedy or the receipt of a waiver from counsel acceptable to the Company, the Employee is nonetheless legally compelled by law to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, Participant may disclose such information, provided, that Participant shall promptly notify the Employee may, without liability hereunder, disclose to Company of such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided requirement so that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or may seek a Consolidated Subsidiary to obtain an appropriate protective order order. Nothing in this Article III or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained otherwise in this Agreement limits the Employee’s ability prohibits Participant from reporting possible violations of applicable federal law or regulation to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission entity, or making other disclosures that has jurisdiction over are protected under the whistleblower provisions of applicable federal law or regulation. Participant does not need the Company’s prior authorization to make any such reports or disclosures, and Participant is not required to notify the Company that Participant has made such reports or disclosures. Participant also expressly acknowledges that Performance Records constitute Confidential Information. For the avoidance of doubt, Participant agrees that “Performance Records” means the financial performance, track record, investment decisions and analysis or any Consolidated Subsidiary related information (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies whether alone or otherwise participate in any investigation aggregate or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act composite form) of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state any current former or local government official, either future Investment Product or account managed or advised directly or indirectlyindirectly by a GCM Group entity (a “GCM Grosvenor Fund”), irrespective of inception date, investment date or to an attorney; date on which a GCM Group entity began managing or advising any such GCM Grosvenor Fund, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is any current, former or future investment made in by a complaint or other document GCM Group entity, irrespective of the investment date of such investment. The parties expressly acknowledge that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation Performance Records are the exclusive property of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding Employer (even if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controlthey are otherwise publicly available), and shall retain no written Participant is not authorized to use or electronic record of disclose them for any Confidential Informationreason other than the Employer’s legitimate business purposes.

Non-Disclosure. The Employee hereby acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Employer possesses certain confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesinformation, including including, but not limited to, information about the customers, to client and customer lists, softwaresupplier lists, data, formulaefigures, processessales figures, inventionsprojections, trade secretsestimates, marketing information and planstax records, and business strategies of the Company and the Consolidated Subsidiariespersonnel history, accounting procedures, bids, and other information about relating to the products Employer's employees, clients, customers, client and customer requirements, methods of client development, suppliers, contractors, bidding techniques, pricing, research, and development and other activities, services offered or developed or planned and business of the Employer (the foregoing being hereinafter referred to be offered or developed by the Company and/or the Consolidated Subsidiaries (“collectively as "Confidential Information”). The Employee agrees that, without ") and that maintaining the prior written consent confidential and proprietary nature of said Confidential Information is essential to the continued commercial success of the CompanyEmployer's business and that said Confidential Information constitutes valuable and unique assets which provide the Employer with a distinct competitive advantage over competing businesses. Therefore, he Employee hereby agrees that Employee shall notnot disclose, during the term of his employment divulge, or at any time thereafter, use in any manner directly or indirectly disclose any such Confidential Information except as is specifically required in the performance of Employee's duties pursuant to this Employment Agreement, and that Employee will not, under any circumstances, communicate any such Confidential Information to any person or entity other than one not employed by the Company and Employer and/or specifically authorized in writing by the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited Employer to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any receive such Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so . It is expressly agreed that the Company and/or a Consolidated Subsidiary may seek a protective order foregoing restrictions upon use, disclosure or other appropriate remedy and/or waive compliance with communication of the provisions aforementioned Confidential Information shall be in full force and effect forever and shall survive any termination of this Section 10(a)Agreement, whether voluntary or involuntary, and regardless of the reason for or manner of termination. If, in Upon the absence termination of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability this Agreement and Employee's employment hereunder, disclose to such tribunal only that portion regardless of the Confidential Information which is legally required to be disclosedreason for or manner of termination, provided Employee agrees that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all originals and all copies in the Employee's possession of any and all documents of any nature containing, evidencing, or other records (including without limitation electronic records) containing in any manner relating to any Confidential Information that is in his possession or under his control, as defined herein and shall retain no written or electronic record of not take any Confidential Informationsuch documentation with Employee upon said termination.

Non-Disclosure. The Employee acknowledges that he she has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he she shall not, during the term of his her employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.. 9NEXT PAGE

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Each of the business, affairs, strategies Noteholders agrees that it and plans any of its representatives shall hold in strict confidence (except as otherwise required by law) any confidential or proprietary information obtained from the Company and the Consolidated its Subsidiaries which that has not been conspicuously marked "confidential". Information disclosed to or generally known in the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered industry or developed or planned to be offered obtained or developed by any Noteholder based on information received from Persons who had a right to disclose the same to the Noteholders shall not be (and shall not be deemed to be) confidential or proprietary information. Each Noteholder shall hold all confidential information obtained by such Noteholder pursuant to the requirements of this Agreement in accordance with such Noteholder's customary procedures for handling confidential information of this nature; provided, however, each Noteholder may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to any Noteholder, or (c) to any prospective holder of Senior Notes, provided that such prospective holder shall have executed and delivered, and otherwise be bound by, a confidentiality agreement in form and substance substantially similar to Exhibit 6.14, and (d) as required or requested by any Governmental Authority or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by applicable law or court order, each Noteholder shall use commercially reasonable efforts to give the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent prompt notice of the Company, he shall not, during the term applicable request for disclosure of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for such non-public information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek an appropriate protective court order (A) by a protective order governmental authority or representative thereof (other appropriate remedy and/or waive compliance than any such request in connection with an examination of the provisions financial condition of this Section 10(a). Ifsuch Noteholder by such governmental authority) or (B) pursuant to legal process, (ii) if, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee any Noteholder is nonetheless legally compelled to disclose Confidential Information any such non-public information, such Noteholder shall use commercially reasonable efforts to any tribunal or else stand liable for contempt or suffer other censure or penalty, provide notice to the Employee may, without liability hereunder, disclose to such tribunal only that portion Company of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything information so disclosed prior to the contrary hereindisclosure thereof, the parties hereto agree that nothing contained and (iii) in this Agreement limits the Employee’s ability no event shall any Noteholder be obligated to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or return any other federal, state or local governmental agency or commission that has jurisdiction over materials furnished by the Company or any Consolidated Subsidiary of its Subsidiaries other than those instruments in possession of any Noteholder evidencing the Senior Notes Obligations once the Senior Notes Obligations (including the “Government Agencies”). The Employee further understands that Guaranteed Obligations) have been paid in full in cash and this Agreement does not limit his ability to communicate has been terminated in accordance with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationits terms.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall notParticipant further agrees, during the term of his employment or at any time Restricted Period and thereafter, in any manner that the Participant will not, directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for the Participant’s own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose its subsidiaries any Confidential InformationInformation (as defined below) whether prepared by the Participant or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company or its Related Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. The Participant shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company or its Related Companies, except as required in his normal course of Service with the Company. The Participant shall use his commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by the Participant hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. The Participant shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law or in any judicial or administrative process which includes subpoena powers; provided, however, that in the event disclosure is so required, the Employee Participant shall provide the Company with prompt written notice notice, in light of the circumstances, of such requirement, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Participant agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information which the Participant may possess or control. The Participant agrees that is in all Confidential Information of the Company and its Related Companies (whether now or hereafter existing) conceived, discovered or made by him during his possession Service with the Company or under his controlits Related Companies exclusively belongs to the Company and its Related Companies (and not to the Participant). The Participant will promptly disclose such Confidential Information to the Company and its Related Companies and perform all actions reasonably requested by the Company and its direct and indirect subsidiaries to establish and confirm such exclusive ownership. As used herein, and shall retain no written or electronic record of any the term “Confidential Information.” means any confidential

Non-Disclosure. The Employee Participant recognizes and acknowledges that he has acquiredthe Confidential Information constitutes valuable, special, and will continue to acquire while employed by unique assets of the Company and/or performing services GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries Grosvenor Parties which has is not been disclosed known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and which time, (iv) constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, “trade secrets, marketing ” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)a private nature. The Employee agrees that, without the prior written consent of the Company, he Participant shall not, during the term of his employment either before or at any time thereafterafter the termination of Participant’s employment for any reason or under any circumstance, in use for Participant’s benefit or disclose to or use for the benefit of any manner directly or indirectly disclose other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, except as may be required or otherwise appropriate pursuant to any person Participant’s service for the GCM Group, unless and until such Confidential Information becomes public or entity generally available to Persons other than the Company and Grosvenor Parties other than as a consequence of the Consolidated Subsidiariesbreach by Participant of Participant’s confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). IfParticipant is, in the absence opinion of a protective order or other remedy or the receipt of a waiver from counsel acceptable to the Company, the Employee is nonetheless legally compelled by law to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, Participant may disclose such information, provided, that Participant shall promptly notify the Employee may, without liability hereunder, disclose to Company of such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided requirement so that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or may seek a Consolidated Subsidiary to obtain an appropriate protective order order. Nothing in this Article III or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained otherwise in this Agreement limits the Employee’s ability prohibits Participant from reporting possible violations of applicable federal law or regulation to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectlyentity, or to an attorney; and (B) solely for making other disclosures that are protected under the purpose whistleblower provisions of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.applicable federal

Non-Disclosure. The Employee acknowledges Recipient agrees that he has acquired, and Confidential Information will continue to acquire while employed be kept confidential by the Company and/or performing services for Recipient and its Representatives, using at least the Consolidated Subsidiaries, special knowledge same degree of the business, affairs, strategies and plans care it accords its own confidential information of the Company and the Consolidated Subsidiaries which has not been disclosed a similar nature; provided that in no event shall Recipient exercise less than a commercially reasonable degree of care to the public and which constitutes be taken to protect highly confidential and proprietary business information owned by sensitive information. Recipient agrees not to disclose the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person third parties or entity other to any of its Representatives except those Representatives who have a genuine need to know the Confidential Information for the sole purpose of the discussions or evaluation of a Transaction and where such Representatives shall be made aware that the information is confidential and shall be under a written contractual restriction on nondisclosure and proper treatment of Confidential Information that is no less restrictive than the Company terms of this Agreement. The Recipient shall be responsible for any breach of this Agreement by its Representatives and shall take all reasonable measures to restrain its Representatives from prohibited and unauthorized disclosure or use of the Confidential Information. The Recipient acknowledges the competitive value of the Confidential Information and the Consolidated Subsidiariessignificant damage that could result to the Disclosing Party if any Confidential Information were used or disclosed except as authorized by this Agreement. Notwithstanding In the foregoing, if event that the Employee is requested Recipient or any of its Representatives are legally required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceedingproceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Confidential Information, the Employee shall they shall, unless legally prohibited from doing so, provide the Company Disclosing Party with prompt written notice of any such request or requirement so that and an opportunity for the Company and/or a Consolidated Subsidiary may Disclosing Party to seek a protective order or other appropriate remedy and/or remedy, or, if it so elects, waive compliance with the provisions of this Section 10(a)Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver from by the CompanyDisclosing Party, the Employee is nonetheless Recipient or any of its Representatives are nonetheless, in the opinion of counsel, legally compelled to disclose Confidential Information pursuant to any tribunal such process or else stand liable for contempt or suffer other censure or penalty, the Employee Recipient or its Representative may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises the Recipient is legally required to be disclosed, provided that the Employee Recipient exercise his best commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with Information and obtain assurances from any third party recipients of such information for the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors preservation of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsame.

Non-Disclosure. The Employee acknowledges that he she has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he she shall not, during the term of his her employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a12(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he she has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he she shall not, during the term of his her employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a11(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee Seller acknowledges that he in the course of owning and operating the PhosLo Business, the Seller has acquiredbeen privy to various proprietary information of the PhosLo Business that is of value to the Buyer. Until [*******] after the Closing Date, the Seller agrees not to use or to disclose to any Person any confidential information or trade secrets relating to the PhosLo Business or the PhosLo Products, including confidential information and/or trade secrets regarding: the identity and relationships of Employees or of distributors or vendors, financial data, including pricing information and information regarding the compensation of Employees and independent contractors; Scientific Data; Intangible Property Rights; regulatory approval, reimbursement, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies market expansion strategies; marketing and plans of the Company sales programs and the Consolidated Subsidiaries which has not been disclosed to the public data; and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, operations and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiariesmanuals. Notwithstanding the foregoing, if the Employee Seller may use or disclose such information that is requested or becomes generally known through no fault of the Seller or to the extent that such use or disclosure is reasonably required in connection with or pursuant to (i) an Order or Legal Requirement, (ii) any investigation or audit by a Governmental Authority, including but not limited the Internal Revenue Service or CMS, (iii) the filing of any Tax Returns, (iv) any billing activities related to by oral questionsthe PhosLo Business, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process(v) to disclose any Confidential Informationthe Transition Services Agreement. In all such cases, the Employee Seller shall provide disclose such confidential information only to the Company with prompt written notice of any extent reasonably required to fulfill such request purpose or requirement so that Legal Requirement or Order. If the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless Seller becomes legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penaltysuch confidential information, the Employee may, without liability hereunder, disclose Seller shall (to the extent permitted by Legal Requirements) promptly notify the Buyer of such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided fact so that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain Buyer may seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by remedy to prevent such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controlproduction, and shall retain no written or electronic record request the person demanding such production to allow the Buyer a reasonable period of any Confidential Informationtime to seek such remedy.

Non-Disclosure. The Employee acknowledges that he has acquiredRecipient shall treat, maintain, and will continue hold all Confidential Information in trust and confidence, using the greater of: (i) the same level of care it uses to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes protect its own confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansinformation, and business strategies (ii) a commercially reasonable standard of care. Except as permitted in Section 4 below, Recipient shall not, whether directly or indirectly, or in any other manner whatsoever, disclose the Company and the Consolidated Subsidiaries, and other information about the products and services offered Confidential Information or developed or planned any part thereof to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, any third party without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingfrom Discloser and, if requested, Recipient shall cause such third party to execute an acknowledgment whereby such third party agrees to be bound by the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions terms of this Section 10(a)Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to Recipient may only disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penaltyits employees, agents, and representatives (collectively “Representatives”) who have a need to know and are engaged directly in the Employee may, without liability hereunder, disclose to Purpose and only after: (a) advising each such tribunal only that portion Representative of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality confidential nature of the Confidential Information, including without limitation and (b) taking reasonable measures to cause such Representatives to abide by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunalconfidentiality obligations set forth herein. Notwithstanding anything to the contrary set forth herein, Recipient shall be liable for the parties hereto agree that nothing contained in this Agreement limits unauthorized disclosure of Confidential Information by anyone to whom Recipient discloses the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”)Confidential Information. The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice Notwithstanding anything to the contrary contained herein, MBPCC may share Confidential Information with its Affiliates and its Affiliates may share information or receive information from Company. MBPCC shall ensure that an Affiliate to which MBPCC or Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant discloses Confidential Information shall keep such Confidential Information confidential to the Defend Trade Secrets Act of 2016same extent that MBPCC is so required, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee Company shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing keep any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationdisclosed to Company by a MBPCC Affiliate confidential to the same extent as required for MBPCC.

Non-Disclosure. The Employee acknowledges Executive further agrees, during and after the Term of Employment, the Restricted Period and thereafter, that he has acquired, and the Executive will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for his own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose Group any Confidential InformationInformation (as defined below) whether prepared by the Executive or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company Group who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. The Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company Group, except as required in his normal course of employment by the Company Group. During the Term, the Employee Executive shall use his commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by the Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. After the Term, the Executive shall not disclose Confidential Information other than to his advisors, representatives and agents who execute a confidentiality agreement whereby they will agree to observe the confidentiality terms and conditions set forth herein. The Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Executive shall provide the Company with prompt written notice of such requirement to the extent allowed by law, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Executive agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies Confidential Information which the Executive may possess or control. The Executive agrees that all Confidential Information of documents the Company Group (whether now or hereafter existing) conceived, discovered or made by him during his employment with the Company Group exclusively belongs to the Company Group (and not to the Executive). The Executive will promptly disclose such Confidential Information to the Company Group and perform all actions reasonably requested by the Company Group to establish and confirm such exclusive ownership. As used herein, the term “Confidential Information” means any confidential information including, without limitation, any study, data, calculations, software storage media or other records compilation of information, patent, patent application, copyright, trademark, trade name, service xxxx, service name, “know-how”, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans or any portion or phase of any scientific or technical information, ideas, discoveries, designs, computer programs (including without limitation electronic records) containing any Confidential Information that is source of object codes), processes, procedures, formulas, improvements or other proprietary or intellectual property of the Company Group, whether or not in his possession written or under his controltangible form, and shall retain no written whether or electronic record of any not registered, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The term “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that becomes generally available to the public other than as a result of a disclosure by such shareholder not permissible hereunder.

Non-Disclosure. The Employee acknowledges that he she has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he she shall not, during the term of his her employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.. 9 NEXT PAGE

Non-Disclosure. The Employee Nominee acknowledges that he has acquired, and agrees to hold in strict confidence and will continue not use nor disclose to acquire while employed third parties information Nominee receives from Marcato or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Marcato or any of its agents or representatives, except for (a) information which was public at the Company and/or performing services for the Consolidated Subsidiaries, special knowledge time of disclosure or becomes part of the businesspublic domain without disclosure by Nominee, affairs(b) information which Nominee learns from a third party (other than Marcato or its agents or representatives) which does not have a legal, strategies and plans contractual or fiduciary obligation of the Company and the Consolidated Subsidiaries which has not been disclosed confidentiality to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesMarcato or its agents or representatives, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent c) following Nominee’s election as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Nominee’s fiduciary duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any such request or requirement required disclosure pursuant to this clause (d), Nominee hereby agrees to use commercially reasonable efforts to notify Marcato promptly so that the Company and/or a Consolidated Subsidiary Marcato may seek a protective order or other appropriate remedy and/or or, in Marcato’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If16; provided, further, that in the absence of a event that no such protective order or other remedy is obtained, or that Marcato waives compliance with the receipt terms of a waiver from the Companythis Section 16, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is advised by counsel is legally required to be disclosedand will cooperate with Marcato’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, confidential information. Nominee further agrees not to (i) make any public communication relating to the parties hereto agree that nothing contained in this Agreement limits Solicitation without the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities prior permission of Marcato and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over (ii) stand for election through nomination by the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to shareholder of the Company and/or any Consolidated Subsidiary(other than Marcato), as director of the Company without the prior permission of Marcato. This Agreement does not limit the EmployeeNothing in this paragraph shall constrain Nominee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally communications with his or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectlyher counsel, or prevent Nominee from disclosing information to an attorney; and (B) solely for the purpose of reporting his or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationher counsel.

Non-Disclosure. The Throughout the Term and in perpetuity following the Termination Date, Employee acknowledges shall hold confidential all Confidential Information learned or acquired by Employee and to take all action necessary to preserve that he has acquiredconfidentiality. Employee represents and covenants that Employee shall treat any Confidential Information disclosed to, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiariesor learned by, special knowledge of the business, affairs, strategies and plans Employee as a fiduciary agent of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by recognizing that the Company only made the Confidential Information accessible to Employee by reason of the special trust and confidence which the Consolidated SubsidiariesCompany placed in Employee. In perpetuity, including but Employee shall not limited todisclose make available or otherwise convey any of the Company’s, information about its Affiliates’, or Xxxxxxx X. Xxxxxxx’x Trade Secrets to any Person; provided, however, that Employee may disclose the customersCompany’s, customer listsits Affiliates’, softwareor Xxxxxxx X. Xxxxxxx’x Trade Secrets to directors, data, formulae, processes, inventions, trade secrets, marketing information officers and plans, and business strategies employees of the Company who in Employee’s actual and the Consolidated Subsidiaries, reasonable knowledge are entitled and other information about the products authorized to view such Trade Secrets and services offered or developed or planned who need to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent know such Trade Secrets in order to conduct bona fide activities on behalf of the Company, he shall not, during the term of his employment or at any time thereafter, . The non-disclosure obligations in any manner directly or indirectly disclose any Confidential Information this Section 9.3 do not apply to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in data: (i) generally publicly known, (ii) learned by Employee from third Persons with a legal proceeding, subpoena, civil investigative demand or other similar process) right to disclose any Confidential Informationsuch information to Employee, the or (iii) discovered by Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, through means entirely independent from and in the absence of a protective order or other remedy or the receipt of a waiver no way arising from the disclosure to Employee by the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality source is not another employee, consultant or agent of the Company who is subject to an obligation of confidentiality. All provisions protecting Confidential Information shall be deemed to also protect Trade Secrets, but references to Trade Secrets shall not be deemed to automatically refer to Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Employment Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The 10 Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.Initials: /s/GT

Non-Disclosure. The Employee acknowledges Purchaser agrees that he has acquiredall information received from the Company, is confidential and for the sole use of the Purchaser and the contents of the information presented within the original STX Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and will continue not to acquire while employed be disclosed in any type of course of instruction or seminar presented by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies Purchaser. Purchaser agrees that such disclosure would result in considerable and plans of irreparable damages to the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies “other Purchasers” of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingSTX AUTOMATED TRADING SYSTEM, if the Employee information is requested disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or required (including but not limited the Parties' respective obligations of confidentiality with respect to by oral questions, interrogatories, requests for the contents of trading algorithms and information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so provided. Purchaser agrees that the Company and/or shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a Consolidated Subsidiary may seek a protective order bond) or other appropriate remedy and/or waive compliance with relief to restrain or redress any breach or threatened breach of the provisions of this Section 10(a). IfAgreement, in addition to any other remedies in law or equity. Therefore, the absence Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in their own name, and must also be of legal age and competence to sign a binding contract. In the event of a protective order violation of this NON-DISCLOSURE AGREEMENT, the Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL STX Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Xxxxxxxxx agrees that an initial $5,000 charge shall immediately be applied to their credit card or other remedy or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a credit reporting agency if Purchaser fails to fulfill the receipt terms of a waiver from this agreement. Purchaser further understands that the Company, intends to aggressively pursue and enact litigation for prosecution to the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion full extent of the Confidential Information which law, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Xxxxxxxxx understands and agrees to the above terms of this agreement, and understands his licensed Kairos Platform will be enabled for use with the STX Trading System purchased. It is legally required the Purchaser’s full responsibility to be disclosed, provided that protect the Employee exercise his best efforts to preserve the confidentiality algorithm of the Confidential InformationSTX Trading System. Initial Here: . Risk Disclosure & Disclaimer: Purchaser understands that trading or speculating in the financial, stock, options & commodities markets carry inherent risks, including without limitation by cooperating the risk of loss of funds. Purchaser acknowledges that he/she is familiar with these risks and will hold said the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance harmless for any losses that confidential treatment will be accorded occur as the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors result of the Federal Reserve System Purchaser’s trading or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agenciesinvestment activities. In addition, pursuant to during the Defend Trade Secrets Act process of 2016answering questions through email or Internet posting, the Employee understands that an individual Company may illustrate specific analysis of securities, options or futures contracts. This analysis is for the Purchaser’s educational purposes and should not be held criminally or civilly liable under any federal or state trade secret law for the disclosure taken as investment advice. Trading Systems may have extended periods of a trade secret that (i) is made (A) in confidence drawdown, are subject to a federalunpredictable market conditions, state or local government official, either directly or indirectly, or and may stop being profitable altogether. Xxxxxxxxx agrees to an attorney; hold harmless and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to indemnify the Company and all copies of documents or other records (including without limitation electronic records) containing their representatives from any Confidential Information that is in his possession or under his controland all claims, and shall retain no written or electronic record liability of any Confidential Informationkind arising from this Trading System, and any and all trading losses or any other issue which may arise as a result of Purchaser’s trading the STX Trading System.

Non-Disclosure. The Employee acknowledges Consultant agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredConsultant uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Agency’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to Agency hereunder. Consultant shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Consultant shall use reasonable efforts to assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Consultant shall advise Agency immediately if Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansterms this Section 8(b), and business strategies Consultant shall, at its expense, cooperate with Agency in seeking injunctive or other equitable relief in the name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Agency against any such person. The Employee Consultant agrees that, without the prior written consent of the Companyexcept as directed by Agency, he shall not, Consultant will not at any time during or after the term of his employment or at any time thereafterthe WOC disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the WOC, and that upon termination of the WOC or entity at Agency’s request, Consultant shall turn over to Agency all documents, papers, and other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents matter in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Consultant’s possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Consultant is nonetheless legally compelled required to disclose Confidential Information pursuant to a subpoena or other legal process, Consultant shall notify Agency of such subpoena or other legal process, provide Agency with copies of any tribunal subpoena, other legal process and any other written materials supporting the subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, and otherwise cooperate with Agency in the Employee may, without liability hereunder, disclose event Agency decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Agency decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Agency’s decision to oppose the subpoena or legal process has not been successful, Consultant shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of this Section, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.. 9 NEXT PAGE

Non-Disclosure. The Employee acknowledges that he has acquiredParticipant further agrees, during and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of after his employment with the Company and its Related Companies, the Consolidated Subsidiaries which has not been disclosed to Restricted Period and thereafter, that the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall Participant will not, during the term of his employment or at any time thereafter, in any manner directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for the Participant’s own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose its subsidiaries any Confidential InformationInformation (as defined below) whether prepared by the Participant or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company or its Related Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. The Participant shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company or its Related Companies, except as required in his normal course of employment by the Company or its Related Companies. The Participant shall use his commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by the Participant hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. The Participant shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Employee Participant shall provide the Company with prompt written notice of such requirement, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Participant agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information which the Participant may possess or control. The Participant agrees that is in his possession all Confidential Information of the Company and its Related Companies (whether now or under his controlhereafter existing) conceived, and shall retain no written discovered or electronic record of any Confidential Information.made by him during his

Non-Disclosure. The Employee acknowledges Executive further agrees, that he has acquired, during and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of after his employment with the Company, he shall Executive will not, during the term of his employment or at any time thereafter, in any manner directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity or use or otherwise exploit for Executive's own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose its subsidiaries any Confidential InformationInformation (as defined below) whether prepared by Executive or not, provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Employee Company or its Related Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company or its Related Companies, except as required in his normal course of employment by the Company or its subsidiaries. During the Term, Executive shall use his commercially reasonable efforts to cause all Persons to whom Confidential Information shall be disclosed by Executive hereunder to observe the terms and conditions set forth herein as though each such Person or entity was bound hereby. After the Term, Executive shall not disclose Confidential Information other than to his advisors, representatives and agents who execute a confidentiality agreement whereby they will agree to observe the confidentiality terms and conditions set forth herein. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide the Company with prompt written notice of such requirement to the extent allowed by law, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Executive agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information which Executive may possess or control. Executive agrees that is in all Confidential Information of the Company and Related Companies (whether now or hereafter existing) conceived, discovered or made by him during his possession employment with the Company or under his control, its Related Companies exclusively belongs to the Company and shall retain no written or electronic record of any its direct and indirect subsidiaries (and not to Executive). Executive will promptly disclose such Confidential InformationInformation to the Company and its Related Companies and perform all actions reasonably requested by the Company and its Related Companies to establish and confirm such exclusive ownership.

Non-Disclosure. The Employee acknowledges that he she has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he she shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate 6 Next Page remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee shall exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is are in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.. (b)

Non-Disclosure. The Employee acknowledges that he has acquiredRecipient hereby agrees, for a period of two (2) years after the date of this Agreement: (a) to keep in strict confidence all Confidential Information and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiariesnot disclose, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose indirectly, or allow the disclosure of any Confidential Information to any person third party nor permit any third party to have access to any or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required all of such Confidential Information; (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar processb) to disclose restrict internal access to the Confidential Information to those Representatives with a “need to know”; and (c) to indemnify, defend and hold harmless Owner from any loss, cost, expense, damage and liability, including Owner’s legal fees and expenses, resulting from a breach of the foregoing confidentiality agreements. Recipient’s agreements and indemnities with respect to the Confidential Information, the Employee Information shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, survive in the absence event of a protective order or other remedy or termination of the receipt negotiations of a waiver from the CompanyTransaction prior to the consummation thereof. Recipient agrees not to disclose the Confidential Information except in its internal evaluation of the Transaction; provided, the Employee is nonetheless legally compelled to however, that Recipient may disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty(i) its directors, officers, attorneys, agents and advisors (the Employee may, without liability hereunder, disclose “Representatives”) who have a need to know such tribunal only Confidential Information in the course of the performance of their duties analyzing and evaluating the Transaction and who agree to keep such Confidential Information strictly confidential (it being understood that portion Recipient shall (x) inform its Representatives of the confidential nature of the Confidential Information which is legally required and the other terms of this Agreement and (y) be responsible for any breach of this Agreement by any of its Representatives to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of whom it provides the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities ) and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint as may be required by applicable law or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationregulation.

Non-Disclosure. The Employee Executive acknowledges that during his employment he has acquired, will learn and will continue have access to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of confidential information regarding the Company and the Consolidated Subsidiaries which has not been disclosed to the public Bank and which constitutes confidential its customers and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries businesses (“Confidential Information”). The Employee Executive agrees thatand covenants not to disclose or use for his own benefit, without or the prior written consent benefit of any other person or entity, any such Confidential Information, unless or until the Company or the Bank consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Company, he shall notthe Bank, during the term of his employment or at any time thereaftersubsidiaries or affiliates, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than of the businesses operated by them, and Executive confirms that such information constitutes the exclusive property of the Company and the Consolidated SubsidiariesBank. Executive shall not otherwise knowingly act or conduct himself (1) to the material detriment of the Company or the Bank, or its subsidiaries, or affiliates, or (2) in a manner which is inimical or contrary to the interests of the Company or the Bank. Notwithstanding the foregoing, if the Employee is requested or required (including but it shall not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or be a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions breach of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled 7(c) for Executive to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only extent that portion of the Confidential Information which disclosure is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation (A) requested by cooperating with the Company and/or or its affiliates or (B) required by a Consolidated Subsidiary to obtain an appropriate protective order court or other reliable assurance that confidential treatment will be accorded governmental agency of competent jurisdiction. The provisions of this Section 7(c) shall survive the Confidential Information by such tribunalexpiration of this Agreement. Notwithstanding anything herein to the contrary hereincontrary, the parties hereto agree that nothing contained Executive is hereby notified, in this Agreement limits the Employee’s ability to report information to or file a charge or complaint accordance with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, that the Employee understands that an individual may Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (ia) is made (Ai) in confidence to a federal, state state, or local government official, either directly or indirectly, or to an attorney; and (Bii) solely for the purpose of reporting or investigating a suspected violation of law; or (iib) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who The Executive is further notified that if he files a lawsuit for retaliation by an employer the Employer for reporting a suspected violation of law law, the Executive may disclose the employer's Employer’s trade secrets to the his attorney and use the trade secret information in the court proceeding if the individual Executive (ya) files any document containing the trade secret under seal; and (zb) does not disclose the trade secret, except pursuant to court order. On Further, notwithstanding anything in this Agreement to the Date contrary, nothing contained herein prohibits the Executive from reporting, without the prior authorization of Terminationthe Employer and without notifying the Employer, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the Employee shall promptly deliver to United States Department of Justice, the Company all copies of documents United States Congress or other records (including without limitation electronic records) containing any Confidential Information governmental agency having apparent supervisory authority over the business of the Employer, or making other disclosures that is in his possession are protected under the whistleblower provisions of Federal law or under his control, and shall retain no written or electronic record of any Confidential Informationregulation.

Non-Disclosure. The Employee acknowledges Design-Builder agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredthe Design-Builder uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Owner’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to the Consolidated SubsidiariesOwner under the Contract. The Design-Builder shall cause each of its employees, special knowledge subcontractors, sub-consultants and agents of their obligations to keep Confidential Information confidential. The Design-Builder shall use every reasonable effort to assist Owner in identifying and preventing any unauthorized use or disclosure of any Confidential Information. The Design-Builder shall advise Owner immediately if the businessDesign-Builder learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms this Section 8.8, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to Design-Builder shall, at its expense, cooperate with Owner in seeking injunctive or other equitable relief in the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Owner against any such person. The Employee Design-Builder agrees that, without except as directed by Owner, the prior written consent of the Company, he shall not, Design-Builder will not at any time during or after the term of his employment or at any time thereafterthis Agreement disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the Contract and that upon termination of the Contract or entity at Owner’s request, the Design-Builder shall turn over to Owner all documents, papers, and other than matter in the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Design-Builder's possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Design-Builder is nonetheless legally compelled required to disclose Confidential Information pursuant to any tribunal a subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, the Employee mayDesign-Builder shall notify Owner of such subpoena or other legal process, without liability hereunderprovide Owner with copies of any subpoena, disclose other legal process and any other written materials supporting the subpoena or other legal process, and otherwise cooperate with Owner in the event Owner decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Owner decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Owner’s decision to oppose the subpoena or legal process has not been successful, the Design-Builder shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of Sections 8.7 and 8.8 of this Agreement, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The Employee acknowledges that he has acquired(a) Receiving Party shall: (a) hold and maintain in strict confidence all Confidential Information (including Confidential Information of the Disclosing Party), and will continue shall use the same degree of care that it uses to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes protect its own confidential and proprietary business information owned by of similar nature and importance (but in no event less than reasonable care) to protect the Company confidentiality and avoid the Consolidated Subsidiariesunauthorized use, disclosure, publication or dissemination of Confidential Information (including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies Confidential Information of the Company Disclosing Party); and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly b) not disclose any Confidential Information and Confidential Information of Disclosing Party to any person other than to those Agents of Receiving Party who (i) strictly need to know the Confidential Information or Confidential Information of the Disclosing Party in furtherance of, or to accomplish the Purpose; (ii) shall be advised by Receiving Party of the terms of this Agreement; and (iii) are bound by restrictions regarding disclosure and use of such Confidential Information comparable to and no less restrictive than those set forth herein. Receiving Party shall be responsible for the breach of any of the terms hereof by any of its Agents. Notwithstanding the foregoing, Oncotelic acknowledges that GMP must have the right to disclose Confidential Information to government officials or agencies of The People’s Republic of China and Oncotelic hereby agrees that GMP has the right hereunder to disclose Confidential Information to such government officials or agencies of The People’s Republic of China as GMP, in its sole discretion, deems is in the parties’ best interest or necessary to disclose in furtherance of or to accomplish the Purpose. Except as otherwise permitted in this Section 7.2, neither party shall directly or indirectly by any means or manner whatsoever publicize, disclose, urge, encourage, cooperate in, cause or permit the disclosure to any person or entity other than an Agent of such party who strictly needs to know such information in furtherance of or to accomplish the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made Purpose: (A) in confidence to a federalthe circumstances, state facts or local government officialactivities relating to, either directly regarding and/or surrounding or indirectlyarising out of this Agreement, the Services or the Purpose, or to an attorney; and (B) solely for the purpose existence or terms of reporting this Agreement, the Services or investigating a suspected violation the Purpose, the existence or substance of law; discussions between the parties relating to this Agreement, the Services or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Furtherthe Purpose, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets and any matters relating to the attorney foregoing. Except as otherwise permitted in this Section 7 and use as reserved to GMP, in response to any inquiry regarding a party’s knowledge of the trade secret information in Purpose or the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secretServices, except pursuant to court order. On the Date of Termination, the Employee such party shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information state only that is in his possession or under his control, and shall retain it has no written or electronic record of any Confidential Informationcomment.

Non-Disclosure. The Employee acknowledges that he has acquiredreceiving party agrees (a) not to copy or use the disclosing party’s Confidential Information except and only for the purposes contemplated by this Agreement, (b) to maintain it as confidential, and will continue exercise reasonable precautions to acquire while employed by the Company and/or performing services for the Consolidated Subsidiariesprevent unauthorized access, special knowledge of the businessuse and disclosure, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has (c) not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information it to any person or entity third party other than the Company receiving party’s employees and contractors who have a need to know for the Consolidated Subsidiaries. Notwithstanding permitted purpose and who are bound by obligations that are at least as protective as the foregoing, if the Employee is requested restrictions in this Agreement and (d) not to export or required (including but not limited to by oral questions, interrogatories, requests for information or documents re-export in legal proceeding, subpoena, civil investigative demand violation of U.S. or other similar process) to disclose export control laws or regulations any such Confidential InformationInformation or product thereof. Each party will bear the responsibility for any breach of this Section 10 by its and its Affiliates’ employees and contractors. Upon any termination of this Agreement or, in the Employee shall provide the Company with prompt written notice event of any Wind Down Period or Continuing Obligation period, upon the expiration of such period, and within fifteen (15) days after request by the disclosing party, each receiving party will return the Confidential Information of the other or requirement so destroy such Confidential Information and all copies of it and all information, records and materials developed therefrom, except that the Company and/or a Consolidated Subsidiary recipient may seek a protective order or other appropriate remedy and/or waive retain one copy for archival purposes to ensure compliance with the provisions of this Section 10(a)Agreement, and nothing contained herein will require the erasure, deletion, alteration or destruction of any Confidential Information required to be retained for legal or regulatory purposes or stored on back-up tapes or other back-up media or archiving systems made in the ordinary course of business, subject in each case to the confidentiality obligations set forth herein. IfEach party may only disclose the general nature, but not the specific terms, of this Agreement without the prior consent of the other party; provided, however, either party may provide a copy of this Agreement or otherwise disclose its terms on a confidential basis in connection with any legal or regulatory requirement, financing transaction or due diligence inquiry. For clarity, in the absence event that use, disclosure or retention of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is required in his possession order for DIALOG to exercise the license granted in Section 2, this Section 10 will not be deemed to prevent such use, disclosure or under his control, and shall retain no written or electronic record of any Confidential Informationretention.

Non-Disclosure. The Employee acknowledges Purchaser agrees that he has acquiredall information received from the Company, is confidential and for the sole use of the Purchaser and the contents of the information presented within the original PVTX Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and will continue not to acquire while employed be disclosed in any type of course of instruction or seminar presented by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies Purchaser. Purchaser agrees that such disclosure would result in considerable and plans of irreparable damages to the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies “other Purchasers” of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingPVTX AUTOMATED TRADING SYSTEM, if the Employee information is requested disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or required (including but not limited the Parties' respective obligations of confidentiality with respect to by oral questions, interrogatories, requests for the contents of trading algorithms and information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so provided. Purchaser agrees that the Company and/or shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a Consolidated Subsidiary may seek a protective order bond) or other appropriate remedy and/or waive compliance with relief to restrain or redress any breach or threatened breach of the provisions of this Section 10(a). IfAgreement, in addition to any other remedies in law or equity. Therefore, the absence Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in their own name, and must also be of legal age and competence to sign a binding contract. In the event of a protective order violation of this NON-DISCLOSURE AGREEMENT, the Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL PVTX Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Xxxxxxxxx agrees that an initial $5,000 charge shall immediately be applied to their credit card or other remedy or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a credit reporting agency if Purchaser fails to fulfill the receipt terms of a waiver from this agreement. Purchaser further understands that the Company, intends to aggressively pursue and enact litigation for prosecution to the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion full extent of the Confidential Information which law, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Xxxxxxxxx understands and agrees to the above terms of this agreement, and understands his licensed Kairos Platform will be enabled for use with the PVTX Trading System purchased. It is legally required the Purchaser’s full responsibility to be disclosed, provided that protect the Employee exercise his best efforts to preserve the confidentiality algorithm of the Confidential InformationPVTX Trading System. Initial Here: . Risk Disclosure & Disclaimer: Purchaser understands that trading or speculating in the financial, stock, options & commodities markets carry inherent risks, including without limitation by cooperating the risk of loss of funds. Purchaser acknowledges that he/she is familiar with these risks and will hold said the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance harmless for any losses that confidential treatment will be accorded occur as the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors result of the Federal Reserve System Purchaser’s trading or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agenciesinvestment activities. In addition, pursuant to during the Defend Trade Secrets Act process of 2016answering questions through email or Internet posting, the Employee understands that an individual Company may illustrate specific analysis of securities, options or futures contracts. This analysis is for the Purchaser’s educational purposes and should not be held criminally or civilly liable under any federal or state trade secret law for the disclosure taken as investment advice. Trading Systems may have extended periods of a trade secret that (i) is made (A) in confidence drawdown, are subject to a federalunpredictable market conditions, state or local government official, either directly or indirectly, or and may stop being profitable altogether. Xxxxxxxxx agrees to an attorney; hold harmless and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to indemnify the Company and all copies of documents or other records (including without limitation electronic records) containing their representatives from any Confidential Information that is in his possession or under his controland all claims, and shall retain no written or electronic record liability of any Confidential Informationkind arising from this Trading System, and any and all trading losses or any other issue which may arise as a result of Purchaser’s trading the PVTX Trading System.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue Recipient agrees not to acquire while employed by disclose the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person third parties or entity to any of its employees, directors, officers, agents, contractors, consultants, advisors, or other than representatives (collectively “Representatives”), except those Representatives who have a need to know the Company Confidential Information for accomplishing the Authorized Purpose described herein. In such instance(s), the Representatives (i) shall be made aware that the Confidential Information is confidential; and (ii) that such Representatives’ disclosure of the Consolidated SubsidiariesConfidential Information is restricted as set forth herein. Notwithstanding the foregoing, if the Employee is requested or Recipient may disclose the Disclosing Party’s Confidential Information to the extent required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand a valid order of a court of competent jurisdiction or other similar process) governmental body, or by applicable law; provided, however, that the Recipient will use all reasonable efforts to disclose any Confidential Informationpromptly notify the Disclosing Party of the obligation to make such disclosure in advance of the disclosure, the Employee shall provide the Company with prompt written notice of any such request unless otherwise prohibited by law or requirement court order, so that the Company and/or Disclosing Party will have a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance reasonable opportunity to object to such disclosure. The Recipient and its Representatives shall cooperate in all reasonable respects with the provisions of this Section 10(a). IfDisclosing Party in seeking to prevent or limit disclosure; and, in the absence of event that a protective order or other remedy or the receipt of a waiver from the Companyis not obtained, the Employee is nonetheless legally compelled Recipient will limit disclosure to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally actually required to be disclosed, provided that the Employee exercise his best Recipient exercises its reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance reasonable assurances that confidential treatment will be accorded to the Disclosing Party’s Confidential Information. The Recipient agrees that it shall treat the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commissionsame degree of care as it accords to its own confidential and proprietary information of a similar nature; provided that in no event shall the Recipient exercise less than reasonable care to protect the Confidential Information commensurate with the sensitivity of such information. The Recipient agrees to advise the Disclosing Party in writing of any misappropriation or misuse by any person of such Confidential Information of which the Recipient may become aware. The Recipient acknowledges and agrees that certain Confidential Information will be subject to export restrictions under the Arms Export Control Act (22 U.S.C. 2751 et seq.) or Executive Order 12470. In such instances, in addition to general non- disclosure restrictions set forth above, such Confidential Information shall not be transferred to any foreign person in the Securities and Exchange CommissionUnited States or abroad, except where authorized by the Federal Deposit Insurance Corporation, United States Department of State (ITAR) or the Board United States Department of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary Commerce (the “Government Agencies”EAR). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Such Confidential Information that is in his possession or under his control, shall be appropriately marked and shall retain no written or electronic record identified at the time of any Confidential Informationtransfer.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his her employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his her best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his her possession or under his her control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee recognizes and acknowledges that he has acquiredthe Confidential Information constitutes valuable, special, and will continue to acquire while employed by unique assets of the Company and/or performing services GCM Group because, among other reasons, such Confidential Information (i) has been developed at substantial expense and effort over a period of many years, (ii) constitutes a material competitive advantage for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries Grosvenor Parties which has is not been disclosed known to the general public or competitors, (iii) could not be duplicated by others without extraordinary expense, effort and which time, (iv) constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, “trade secrets, marketing ” as such term is used in the Illinois Trade Secrets Act (and counterpart statutes of other states where the Grosvenor Parties conduct business) or (v) is information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)a private nature. The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment either before or at any time thereafterafter the termination of his/her employment for any reason or under any circumstance, in use for Employee’s benefit or disclose to or use for the benefit of any manner directly or indirectly disclose other Person, any Confidential Information for any reason or purpose whatsoever, directly or indirectly, except as may be required or otherwise appropriate pursuant to any person his/her employment by Employer, unless and until such Confidential Information becomes public or entity generally available to Persons other than the Company and Grosvenor Parties other than as a consequence of the Consolidated Subsidiariesbreach by Employee of his/her confidentiality obligations hereunder (after which such public or otherwise generally available information shall no longer be deemed to be Confidential Information). Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). Ifis, in the absence opinion of a protective order or other remedy or the receipt of a waiver from the Companycounsel acceptable to Employer, the Employee is nonetheless legally compelled by law to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee maymay disclose such information, without liability hereunderprovided, disclose to however, that Employee shall promptly notify Employer of such tribunal only requirement so that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or Employer may seek a Consolidated Subsidiary to obtain an appropriate protective order order. Nothing in this §8 or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained otherwise in this Agreement limits the Employee’s ability prohibits Employee from reporting possible violations of applicable federal law or regulation to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission entity, or making other disclosures that are protected under the whistleblower provisions of applicable federal law or regulation. Employee does not need Employer’s prior authorization to make any such reports or disclosures, and Employee is not required to notify Employer that Employee has jurisdiction over made such reports or disclosures. Employee also expressly acknowledges that Performance Records constitute Confidential Information. For the Company avoidance of doubt, Employee agrees that “Performance Records” means the financial performance, track record, investment decisions and analysis or any Consolidated Subsidiary related information (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies whether alone or otherwise participate in any investigation aggregate or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act composite form) of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state any current former or local government official, either future Investment Product or account managed or advised directly or indirectlyindirectly by a GCM Group entity (a “GCM Grosvenor Fund”), irrespective of inception date, investment date or to an attorney; date on which a GCM Group entity began managing or advising any such GCM Grosvenor Fund, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is any current, former or future investment made in by a complaint or other document GCM Group entity, irrespective of the investment date of such investment. The parties expressly acknowledge that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation Performance Records are the exclusive property of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding Employer (even if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controlthey are otherwise publicly available), and shall retain no written Employee is not authorized to use or electronic record of disclose them for any Confidential Informationreason other than the Employer’s legitimate business purposes.

Non-Disclosure. The (i) Employee acknowledges agrees to preserve and protect the confidentiality of all Confidential Information. Employee agrees that he has acquiredduring the period of Employee’s employment with the Company and at any time thereafter (regardless of the reason for Employee’s separation or termination of employment): (A) Employee shall hold all Confidential Information in the strictest confidence, take all reasonable precautions and steps to safeguard all Confidential Information and prevent its wrongful use by or wrongful or inadvertent disclosure or dissemination to any unauthorized person or entity, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies follow all policies and plans procedures of the Company protecting or regarding the Confidential Information; and (B) Employee shall not, directly or indirectly, use for Employee’s own account, use for any other purpose, disclose to anyone, publish, exploit, destroy, copy or remove from the offices of the Company, nor solicit, allow or assist another person or entity to use, disclose, publish, exploit, destroy, copy or remove from the offices of the Company, any Confidential Information or part thereof, except: (1) as permitted in the proper performance of Employee’s duties for the Company; (2) as permitted in the ordinary course of the Company’s business for the benefit of the Company; or (3) as otherwise permitted or required by law. Employee shall immediately notify the Board and the Consolidated Subsidiaries which has not been disclosed Chief Financial Officer (collectively referred to as “Management”) if Employee learns of or suspects any actual or potential unauthorized use or disclosure of Confidential Information concerning the public and which constitutes confidential and proprietary business information owned Company. In the event Employee is subpoenaed, served with any legal process or notice, or otherwise requested to produce or divulge, directly or indirectly, any Confidential Information by the Company and the Consolidated Subsidiariesany entity, including agency or person in any formal or informal proceeding including, but not limited to, information about the customersany interview, customer listsdeposition, softwareadministrative or judicial hearing and/or trial, dataexcept where prohibited by law, formulae, processes, inventions, trade secrets, marketing information Employee should immediately notify Management and plans, and business strategies deliver a copy of the Company and the Consolidated Subsidiariessubpoena, and process, notice or other information about the products and services offered request to Management as promptly as possible, but under no circumstances more than ten (10) days following Employee’s receipt of same; provided, however, Employee is not required to notify Management or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent provide a copy of the Companysubpoena, he shall notprocess, during the term notice or other request where Employee is permitted to make such disclosure of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information pursuant to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge applicable law or complaint with the Equal Employment Opportunity Commissionregulation, the Securities as set forth in Section 1(c) and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”Section 1(d). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Executive agrees that he has acquiredduring and in perpetuity after Executive’s employment by Company, Executive shall (i) hold in confidence and will continue treat all Confidential Information as strictly confidential; (ii) not directly or indirectly disclose, publish, communicate or make available Confidential Information, or allow it to acquire while employed by be disclosed, published, communicated or made available, in whole or part, to any entity or person whatsoever, except as required in the good faith performance of Executive’s duties to the Company and/or performing services for or with the Consolidated Subsidiaries, special knowledge prior consent of the business, affairs, strategies and plans an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall be made only within the Consolidated Subsidiaries which has not been disclosed limits and to the public extent of such duties or consent); and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but (iii) not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansto access or use any Confidential Information, and business strategies of the Company and the Consolidated Subsidiariesnot to copy any documents, and records, files, media or other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“resources containing any Confidential Information”). The Employee agrees that, without or remove any such documents, records, files, media or other resources from the prior written consent premises or control of the Company, he except as required in the good faith performance of Executive’s duties to the Company or with the prior consent of an authorized officer acting on behalf of the Company in each instance (and then, such disclosure shall notbe made only within the limits and to the extent of such duties or consent). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation or order. To the extent permitted by applicable law, Executive shall promptly provide written notice of any such order to an authorized officer of the Company after receiving such order, but in any event sufficiently in advance of making any disclosure to permit the Company to contest the order or seek confidentiality protections, as determined in the Company’s sole discretion. Executive agrees that during the term of his Executive’s employment or at any time by Company and in perpetuity thereafter, Executive shall hold in any manner confidence and shall not directly or indirectly disclose reveal report, publish, copy, duplicate, disclose, transfer or otherwise misappropriate any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingentity, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any utilize such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to for any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secretpurpose, except pursuant to court order. On within the Date course of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationExecutive’s employment with Company.

Non-Disclosure. The Employee acknowledges that he has acquiredEach party will, for the Term of this Agreement and for a period of five (5) years thereafter, (i) keep confidential and not disclose to others, all Confidential Information of the other party, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge (ii) not use any of the businessother party’s Confidential Information for its own direct or indirect benefit, affairsor the direct or indirect benefit of any third party, strategies except that each of Xxxxxx and plans of OraSure may use the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any party’s Confidential Information to the extent necessary to perform its duties and obligations, or to enforce such party’s rights, under this Agreement. The foregoing shall not prohibit disclosures: (x) made to the receiving party’s employees, agents or permitted subdistributors who have a “need to know” the other party’s Confidential Information to the extent such disclosure is necessary to perform such party’s duties and obligations, or to enforce such party’s rights, under this Agreement, provided that such sub-distributors, employees or agents agree in writing or are otherwise compelled to comply with the obligations of this Article 12; or (y) compelled to be made by any person requirement of law or entity pursuant to any legal, regulatory or investigative proceeding before any court, or governmental or regulatory authority, agency or commission so long as the party so compelled to make disclosure of Confidential Information of the other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt party provides prior written notice of any to such request or requirement other party so that the Company and/or a Consolidated Subsidiary other party may seek a protective order or other appropriate remedy to protect the confidentiality of the Confidential Information and/or waive the compelled party’s compliance with the provisions of this Section 10(a)Article 11. IfIf such protective order, in the absence of a protective order or other remedy or waiver is not obtained by the receipt of a waiver from time the Companycompelled party is required to comply, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal party may furnish only that portion of the Confidential Information which of the other party that it is legally required compelled to disclose and shall request, at the other party’s expense, that such Confidential Information be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that accorded confidential treatment will be accorded (if such procedure is available). In the event that a party must disclose the other party’s Confidential Information by such tribunal. Notwithstanding anything to or the contrary herein, the parties hereto agree that nothing contained in terms of this Agreement limits the Employee’s ability pursuant to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, requirements of the Securities and Exchange CommissionCommission (“SEC”), in addition to the other requirements under this Section 12.1, the Federal Deposit Insurance Corporationdisclosing party shall pursue confidential treatment of such Confidential Information and, consistent with the Board of Governors rules and practices of the Federal Reserve System or SEC, any other federalcompetitively sensitive information contained in this Agreement, state or local governmental agency or commission that has jurisdiction over and the Company or any Consolidated Subsidiary (non-disclosing party shall cooperate with the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate disclosing party in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for preparing the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely any request for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationconfidential treatment.

Non-Disclosure. The Employee acknowledges that he has acquiredHJL shall not at any time directly or indirectly divulge, and will continue or permit to acquire while employed by be divulged to others, or use in any way any Proprietary Information. As used herein, the Company and/or performing services for term “Proprietary Information” shall mean the Consolidated Subsidiariesterms of this Agreement, special knowledge of the business, affairs, strategies and plans of the Company 2016 Supply Agreement and the Consolidated Subsidiaries which has not been disclosed to Tripartite Agreement and all confidential information concerning LMAT, the public and which constitutes confidential and proprietary business information owned by the Company ProCol Business and the Consolidated SubsidiariesPurchased Assets, including but not limited to, information about the customers, customer lists, softwaretrade secrets and any other Intellectual Property, data, formulaeinformation, processesdocuments, inventions, trade secretsdevelopments, marketing information or forms owned or used by HJL and plansincluded in the Purchased Assets transferred to LMAT pursuant to this Agreement, and business strategies whether or not any of the Company foregoing is published or unpublished, protected or susceptible to protection under patent, trademark, copyright or similar laws and whether or not any party has elected to secure or attempted to secure such protection; provided however, that HJL may disclose Proprietary Information solely to the Consolidated Subsidiaries, extent and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally circumstances reasonably required to be discloseddisclosed by a court of competent jurisdiction or required by law to be disclosed to a Governmental Body; provided, provided however, that the Employee exercise his best efforts HJL provides to preserve the confidentiality of the Confidential InformationLMAT reasonable advance opportunity, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary where practicable, to obtain an appropriate protective order seek in camera or other reliable assurance protection with respect to such disclosure; provided, further, that HJL may disclose the existence of this Agreement, the 2016 Supply Agreement or the Tripartite Agreement if required pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in which case the Parties shall seek confidential treatment will be accorded the Confidential Information in such agreements as permitted by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or . Proprietary Information shall not include any other federal, state or local governmental agency or commission information that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that become public knowledge other than by breach of this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated SubsidiaryHJL. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does HJL shall not disclose the trade secretLicensed Intellectual Property to any third party unless such third party has entered into a customary confidentiality and non-disclosure agreement in writing with HJL, except pursuant which HJL shall provide to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationLMAT upon reasonable request.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a12(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Purchaser agrees that he has acquiredall information received from the Company, is confidential and for the sole use of the Purchaser and the contents of the information presented within the original K1 Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and will continue not to acquire while employed be disclosed in any type of course of instruction or seminar presented by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies Purchaser. Purchaser agrees that such disclosure would result in considerable and plans of irreparable damages to the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies “other Purchasers” of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingK1 AUTOMATED TRADING SYSTEM, if the Employee information is requested disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or required (including but not limited the Parties' respective obligations of confidentiality with respect to by oral questions, interrogatories, requests for the contents of trading algorithms and information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so provided. Purchaser agrees that the Company and/or shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a Consolidated Subsidiary may seek a protective order bond) or other appropriate remedy and/or waive compliance with relief to restrain or redress any breach or threatened breach of the provisions of this Section 10(a). IfAgreement, in addition to any other remedies in law or equity. Therefore, the absence Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in their own name, and must also be of legal age and competence to sign a binding contract. In the event of a protective order violation of this NON-DISCLOSURE AGREEMENT, the Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL K1 Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Purchaser agrees that an initial $5,000 charge shall immediately be applied to their credit card or other remedy or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a credit reporting agency if Purchaser fails to fulfill the receipt terms of a waiver from this agreement. Purchaser further understands that the Company, intends to aggressively pursue and enact litigation for prosecution to the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion full extent of the Confidential Information which law, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Purchaser understands and agrees to the above terms of this agreement, and understands his licensed Kairos Platform will be enabled for use with the K1 Trading System purchased. It is legally required the Purchaser’s full responsibility to be disclosed, provided that protect the Employee exercise his best efforts to preserve the confidentiality algorithm of the Confidential InformationK1 Trading System. Initial Here: . Risk Disclosure & Disclaimer: Purchaser understands that trading or speculating in the financial, stock, options & commodities markets carry inherent risks, including without limitation by cooperating the risk of loss of funds. Purchaser acknowledges that he/she is familiar with these risks and will hold said the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance harmless for any losses that confidential treatment will be accorded occur as the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors result of the Federal Reserve System Purchaser’s trading or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agenciesinvestment activities. In addition, pursuant to during the Defend Trade Secrets Act process of 2016answering questions through email or Internet posting, the Employee understands that an individual Company may illustrate specific analysis of securities, options or futures contracts. This analysis is for the Purchaser’s educational purposes and should not be held criminally or civilly liable under any federal or state trade secret law for the disclosure taken as investment advice. Trading Systems may have extended periods of a trade secret that (i) is made (A) in confidence drawdown, are subject to a federalunpredictable market conditions, state or local government official, either directly or indirectly, or and may stop being profitable altogether. Purchaser agrees to an attorney; hold harmless and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to indemnify the Company and all copies of documents or other records (including without limitation electronic records) containing their representatives from any Confidential Information that is in his possession or under his controland all claims, and shall retain no written or electronic record liability of any Confidential Informationkind arising from this Trading System, and any and all trading losses or any other issue which may arise as a result of Purchaser’s trading the K1 Trading System.

Non-Disclosure. The Employee acknowledges Purchaser agrees that he has acquiredall information received from the Company, is confidential and for the sole use of the Purchaser and the contents of the information presented within the original PVTX Trading System Document and instructional videos are not to be disclosed, sold, resold or distributed in any manner by Purchaser without the express written permission from the Company. Purchaser is hereby notified that the contents of the information are protected by United States and International Copyright. Purchaser agrees that this information is not to be sold or marketed in any type of computer program or included in any publications or articles produced by the Purchaser, and will continue not to acquire while employed be disclosed in any type of course of instruction or seminar presented by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies Purchaser. Purchaser agrees that such disclosure would result in considerable and plans of irreparable damages to the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies “other Purchasers” of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingPVTX AUTOMATED TRADING SYSTEM, if the Employee information is requested disclosed to other parties. Purchaser acknowledges and agrees that money damages alone will not be an adequate remedy for any breach of this Agreement or required (including but not limited the Parties' respective obligations of confidentiality with respect to by oral questions, interrogatories, requests for the contents of trading algorithms and information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so provided. Purchaser agrees that the Company and/or shall be entitled to injunctive relief (without the need to prove irreparable harm or to post a Consolidated Subsidiary may seek a protective order bond) or other appropriate remedy and/or waive compliance with relief to restrain or redress any breach or threatened breach of the provisions of this Section 10(a). IfAgreement, in addition to any other remedies in law or equity. Therefore, the absence Purchaser agrees to be held financially liable to the Company and to all “other Purchasers” (if any) who paid for this particular Trading System and information about the operating algorithm, if said information is disclosed to any other party by any means. Company will permit disclosure of this knowledge to a legal spouse or legal children as long as they sign a Non-Disclosure Agreement in their own name, and must also be of legal age and competence to sign a binding contract. In the event of a protective order violation of this NON-DISCLOSURE AGREEMENT, the Purchaser who has violated this contract will be liable to the Company for damages equivalent, at least, to the full purchase price of ALL PVTX Trading Systems sold to ALL other Purchasers, plus further damages as allowed by law. Upon breach of any such terms, Purchaser agrees that an initial $5,000 charge shall immediately be applied to their credit card or other remedy or be billed to Purchaser for initial damages to be used for further prosecution of contractual breach and copyright infringement. If such initial breach fee and further damages are not paid, Purchaser understands and agrees that a negative credit report collection listing reflecting on Purchaser’s credit record may be submitted to a credit reporting agency if Purchaser fails to fulfill the receipt terms of a waiver from this agreement. Purchaser further understands that the Company, intends to aggressively pursue and enact litigation for prosecution to the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion full extent of the Confidential Information which law, for violation of International Copyright, as well as for full damages for the violation of this Non-Disclosure Agreement. Purchaser understands and agrees to the above terms of this agreement, and understands his licensed Kairos Platform will be enabled for use with the PVTX Trading System purchased. It is legally required the Purchaser’s full responsibility to be disclosed, provided that protect the Employee exercise his best efforts to preserve the confidentiality algorithm of the Confidential InformationPVTX Trading System. Initial Here: . Risk Disclosure & Disclaimer: Purchaser understands that trading or speculating in the financial, stock, options & commodities markets carry inherent risks, including without limitation by cooperating the risk of loss of funds. Purchaser acknowledges that he/she is familiar with these risks and will hold said the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance harmless for any losses that confidential treatment will be accorded occur as the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors result of the Federal Reserve System Purchaser’s trading or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agenciesinvestment activities. In addition, pursuant to during the Defend Trade Secrets Act process of 2016answering questions through email or Internet posting, the Employee understands that an individual Company may illustrate specific analysis of securities, options or futures contracts. This analysis is for the Purchaser’s educational purposes and should not be held criminally or civilly liable under any federal or state trade secret law for the disclosure taken as investment advice. Trading Systems may have extended periods of a trade secret that (i) is made (A) in confidence drawdown, are subject to a federalunpredictable market conditions, state or local government official, either directly or indirectly, or and may stop being profitable altogether. Purchaser agrees to an attorney; hold harmless and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to indemnify the Company and all copies of documents or other records (including without limitation electronic records) containing their representatives from any Confidential Information that is in his possession or under his controland all claims, and shall retain no written or electronic record liability of any Confidential Informationkind arising from this Trading System, and any and all trading losses or any other issue which may arise as a result of Purchaser’s trading the PVTX Trading System.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.or

Non-Disclosure. The Employee acknowledges Although this Agreement will itself be a public record, Plaintiffs agree that he has acquired, neither they nor their counsel will disclose this Agreement or any of its terms and will continue conditions (except to acquire while employed enforce this Agreement or as may be required by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiarieslaw), including but not limited to, information about by publicizing the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered settlement in any way (including on any social media platform) or developed or planned disclosing it to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatany third party, without the prior express written consent agreement of Brand New Start, or unless required to do so by law. Each Plaintiff agrees not to disclose the terms or amount of this Agreement, nor the substance of the Companynegotiations leading to this Agreement, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity entity, other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoingto Plaintiff’s spouse, personal counsel or attorney, personal accountants, or personal tax preparer, if any. Any such disclosure to such persons will be made only if the Employee relevant person must have such information for the performance of such person’s responsibilities and after first securing from such persons their agreement to adhere to the terms of this confidentiality provision. To the extent required by law or applicable regulation, Plaintiffs may also disclose the provisions of this Agreement to the appropriate taxing authorities or to the Court should enforcement of this Agreement be required. Plaintiffs agree that, if questioned about this settlement, this Agreement, the disposition of claims, or any other information made confidential by this provision, each Plaintiff will only say: “The matter has been resolved.” It shall not be a breach of this Agreement for Plaintiff’s counsel to disclose the terms of this agreement to its attorneys, accountants, accounting personnel, tax preparers, or any taxing or governmental authority as required by law. If any Plaintiff believes the disclosure of this Agreement, or any testimony concerning it, is requested or required (including but not limited by law, that Party shall immediately, and before any such disclosure is made, notify counsel for Brand New Start in writing pursuant to by oral questionsthe notice provisions below in Section 3(b)(3) so that Brand New Start may determine whether to attempt to prevent such disclosure, interrogatories, requests for information or documents to intervene in legal any proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to maintain confidentiality following such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controldisclosure, and shall retain no written or electronic record of to take any Confidential Informationreasonable steps it deems necessary to delay such disclosure until Brand New Start has had an opportunity to intervene and prevent such disclosure.

Non-Disclosure. The Employee Nominee acknowledges that he has acquired, and agrees to hold in strict confidence and will continue not use nor disclose to acquire while employed third parties information Nominee receives from Marcato or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Marcato or any of its agents or representatives, except for (a) information which was public at the Company and/or performing services for the Consolidated Subsidiaries, special knowledge time of disclosure or becomes part of the businesspublic domain without disclosure by Nominee, affairs(b) information which Nominee learns from a third party (other than Marcato or its agents or representatives) which does not have a legal, strategies and plans contractual or fiduciary obligation of the Company and the Consolidated Subsidiaries which has not been disclosed confidentiality to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesMarcato or its agents or representatives, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent c) following Nominee’s election as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Nominee’s fiduciary duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any such request or requirement required disclosure pursuant to this clause (d), Nominee hereby agrees to use commercially reasonable efforts to notify Marcato promptly so that the Company and/or a Consolidated Subsidiary Marcato may seek a protective order or other appropriate remedy and/or or, in Marcato’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If16; provided, further, that in the absence of a event that no such protective order or other remedy is obtained, or that Marcato waives compliance with the receipt terms of a waiver from the Companythis Section 16, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is advised by counsel is legally required to be disclosedand will cooperate with Marcato’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary hereinconfidential information. Nominee further agrees not to (i) make any public communication relating to the Solicitation without the prior permission of Marcato, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over (ii) stand for election through nomination by the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to stockholder of the Company and/or (other than Marcato), as director of the Company without the prior permission of Marcato and (iii) acquire or dispose of any Consolidated Subsidiary. This Agreement does not limit securities of the Employee’s right to receive an award for information provided to any Government Agencies. In additionCompany without the prior written approval of Marcato; provided, that in the event Nominee receives such approval pursuant to the Defend Trade Secrets Act of 2016this clause (iii), the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence Nominee hereby agrees to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files keep detailed records of any document containing trading in the trade secret under seal; securities of the Company that Nominee undertakes and (z) does not disclose the trade secretupdate Marcato on a daily basis of all such trading activities by sending an email to xxxxxx.xxxxxxxxx@xxx.xxx. Nothing in this paragraph shall constrain Nominee’s communications with his or her counsel, except pursuant or prevent Nominee from disclosing information to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents his or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationher counsel.

Non-Disclosure. The Employee acknowledges that he has acquiredEach Shareholder further agrees, during and will continue to acquire while employed by after his engagement as a consultant with the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the a Related Company, he shall the Restricted Period and thereafter, that such Shareholder will not, during the term of his employment or at any time thereafter, in any manner directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for such Shareholder’s own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose its subsidiaries any Confidential InformationInformation (as defined below) whether prepared by such Shareholder or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company or its Related Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. Each Shareholder shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company or its Related Companies, except as required in his normal course of engagement as a consultant by the Company or its direct and indirect subsidiaries. During the term of engagement as a consultant, each Shareholder shall use such Shareholder’s commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by such Shareholder hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. After the term of engagement as a consultant, the Employee Shareholder shall not disclose Confidential Information other than to his advisors, representatives and agents who execute a confidentiality agreement whereby they will agree to observe the confidentiality terms and conditions set forth herein. Each Shareholder shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, such Shareholder shall provide the Company with prompt written notice of such requirement to the extent allowed by law, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled each Shareholder agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies Confidential Information which such Shareholder may possess or control. Each Shareholder agrees that all Confidential Information of documents the Company and Related Companies (whether now or hereafter existing) conceived, discovered or made by him during his engagement as a consultant with the Company or its Related Companies exclusively belongs to the Company and its direct and indirect subsidiaries (and not to such Shareholder). Each Shareholder will promptly disclose such Confidential Information to the Company and its Related Companies and perform all actions reasonably requested by the Company and its Related Companies to establish and confirm such exclusive ownership. As used herein, the term “Confidential Information” means any confidential information including, without limitation, any study, data, calculations, software storage media or other records compilation of information, patent, patent application, copyright, trademark, trade name, service xxxx, service name, “know-how”, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans or any portion or phase of any scientific or technical information, ideas, discoveries, designs, computer programs (including without limitation electronic records) containing any Confidential Information that is source of object codes), processes, procedures, formulas, improvements or other proprietary or intellectual property of the Company or its subsidiaries, whether or not in his possession written or under his controltangible form, and shall retain no written whether or electronic record of any not registered, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The term “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that becomes generally available to the public other than as a result of a disclosure by such Shareholder not permissible hereunder.

Non-Disclosure. The Employee acknowledges that he has acquiredConfidential Information is the sole property of the disclosing party and constitutes confidential trade secrets of the disclosing party, to be held by you in trust and will continue to acquire while employed by the Company and/or performing services solely for the Consolidated Subsidiariesdisclosing party’s benefit. You agree that, special knowledge except as required under this Agreement, you will not publish, reproduce, disclose or make any use of any such Confidential Information unless the disclosing party authorizes you for disclosure of such information in writing. Requirement by law: You may disclose this confidential information if required by law, valid court order, or government agency, provided you shall notify Imbibe Consultancy to the fullest legally permissible extent so that Imbibe Consultancy may seek a protective order requiring that the information and/or documents to be disclosed be used only for the purposes for which the order was issued. Protection of confidential information: You agree to take precautions to ensure the protection, confidentiality and security of the business, affairs, strategies Confidential Information entrusted to you and plans of the Company to satisfy your obligations under this Agreement as you would protect your own confidential information but in no event less than a reasonable standard. Usage: If required and the Consolidated Subsidiaries which has not been disclosed only to the public extent necessary, you may disclose the general topic and which constitutes confidential and client description on “as minimum needed basis” to secure any required third-party consent to your membership to AceNet or an engagement prior to accepting an invitation for that engagement. Copyright: All material on Imbibe Consultancy websites, whether explicitly marked or not, as well as any other Imbibe Consultancy material that you receive as an AceNet Member, is the proprietary business information owned by the Company and the Consolidated Subsidiariesproperty of Imbibe Consultancy and/or its licensors. Such materials may not be copied, including but not limited toreproduced, information about the customersdistributed, customer liststransmitted, softwarebroadcast, datadisplayed, formulaesold, processeslicensed, inventionsuploaded, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, otherwise exploited without the prior written consent of the Companyrespective owners. Recordings: In some engagements, he shall notaudio and visual recording can be a pre-condition to/for participation and would be notified to you prior to your participation. If you accept the offer for these engagements, during the term you agree to give permission to Imbibe Consultancy and/or its clients and/or any other third parties associated with Imbibe Consultancy to undertake these recordings. You agree that such recordings may be submitted as evidence in a court of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything law to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System extent permissible by applicable law or any other federal, state purpose deemed suitable by Imbibe Consultancy. Exceptions: Your obligations in this section shall not apply to any information that is or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice becomes known to the Company and/or any Consolidated Subsidiary. This Agreement does not limit general public under circumstances involving no breach by the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to Consultant of the Defend Trade Secrets Act terms of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationthis Agreement.

Non-Disclosure. The Employee Nominee acknowledges that he has acquiredand agrees to hold in strict confidence, and that Nominee will continue neither use nor disclose to acquire while employed third parties, information Nominee receives from Farallon or any of its agents or representatives or information developed by Nominee based upon such information, except for (a) information which was public at the Company and/or performing services for the Consolidated Subsidiaries, special knowledge time of disclosure or becomes part of the businesspublic domain without disclosure by Nominee, affairs(b) information which Xxxxxxx learns from a third party (other than Farallon or its agents or representatives) which does not have a legal, strategies and plans contractual or fiduciary obligation of the Company and the Consolidated Subsidiaries which has not been disclosed confidentiality to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesFarallon or its agents or representatives, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered (c) following Nominee’s election or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent appointment as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Nominee’s fiduciary duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any required disclosure pursuant to this clause (d), Nominee hereby agrees to notify Xxxxxxxx of such request or requirement required disclosure promptly so that the Company and/or a Consolidated Subsidiary Xxxxxxxx may seek a protective order or other appropriate remedy and/or or, in Farallon’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If17; provided, further, that in the absence of a event that no such protective order or other remedy is obtained, or that Farallon waives compliance with the receipt terms of a waiver from the Companythis Section 17, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is advised by counsel is legally required to be disclosedand will cooperate with Xxxxxxxx’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary hereinconfidential information. Nominee further agrees not to (i) make any public communication relating to the Solicitation, the parties hereto agree that nothing contained in this Agreement limits Company, or Farallon without the Employee’s ability prior permission of Xxxxxxxx and (ii) stand for election to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over Directors through nomination by the Company or any Consolidated Subsidiary other person (other than Farallon) without the “Government Agencies”)prior permission of Farallon. The Employee further understands that Nothing in this Agreement does not limit Section 17 shall constrain Nominee’s communications with his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectlyher counsel, or prevent Nominee from disclosing information to an attorney; and (B) solely for the purpose of reporting his or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationher counsel.

Non-Disclosure. The Employee acknowledges You acknowledge and agree that he has acquired, the Product and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes materials enclosed herewith contain valuable confidential and proprietary business information owned by belonging to Goodway (the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatSuch Confidential Information includes, without limitation, the Product, information (written or otherwise disclosed) concerning the Product, any related trademark(s) and trade name(s), user manuals, instructions, processes, concepts, designs, models, drawings, specifications and renderings, formulas, data, software, schematics, source code, and trade secrets or other know-how, as well as any and all Improvements (as hereinafter defined in Paragraph 3 below), thereto resulting from Your performance pursuant to this Agreement. You agree to ensure that use of the Product and Confidential Information is for testing purposes only and will not be disclosed to third parties without Xxxxxxx’s prior written consent consent. Further, You will not disclose that You are evaluating or testing, have evaluated or tested, or the results of such testing of the Company, he shall not, during Product to any third party without Goodway’s prior written consent. You further agree to limit access to the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to only those of Your employees, affiliates, consultants, advisors or attorneys (“Representatives”) having a need to know and who are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. You will be liable for any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions breach of this Section 10(a)Agreement by Your Representatives. IfIn addition, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled You agree to disclose treat any communications and reports prepared under this Agreement as Confidential Information and will not divulge the existence or content of such communications or reports to any tribunal or else stand liable for contempt or suffer other censure or penalty, third party without Goodway’s prior written consent. You agree to maintain the Employee may, without liability hereunder, disclose confidentiality of all Confidential Information with at least the same degree of care that You would use to such tribunal only that protect Your own confidential and/or proprietary information. This agreement shall impose no obligation of confidentiality upon You with respect to any portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that that: (i) is was publicly known and made generally available in the public domain prior to the time of disclosure to You by Xxxxxxx; (Aii) in confidence becomes publicly known and made generally available after disclosure to a federal, state You by Goodway through Your action or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of lawinaction; or (iiiii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. FurtherYour possession, an individual who without confidentiality restrictions, at the time of disclosure by Goodway as shown by Your files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets and records immediately prior to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date time of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationdisclosure.

Non-Disclosure. The Employee acknowledges During the period from the disclosure of any Confidential Information of Discloser until [*****], Recipient agrees: (i) to protect the Confidential Information of Discloser, using at least the same degree of care that he has acquired, and will continue it uses to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes protect its own confidential and proprietary business information owned of similar importance, but no less than a reasonable degree of care; (ii) to use the Confidential Information of Discloser solely for the purpose of performing its obligations under this Agreement, and not to use the Confidential Information for any other purpose or for its own or any third party’s benefit without the express prior written consent of an authorized representative of Discloser in each instance; and (iii) not to disclose, publish, or disseminate Confidential Information of Discloser to anyone other than its Personnel who have a need to know the Confidential Information and who are bound by written agreement that prohibits unauthorized disclosure or use of the Company Confidential Information that is at least as protective of the Confidential Information as Recipient’s obligations hereunder. In addition, Recipient shall have the right to share the existence and nature of this Agreement with potential investors or acquirers for the Consolidated Subsidiariessole purpose of performing due diligence in connection with potential investment or acquisition, provided such potential investors or acquirers are bound by written agreements that prohibit unauthorized disclosure or use of the Confidential Information that is at least as protective of the Confidential Information as Recipient’s obligations hereunder. Recipient may disclose Confidential Information of Discloser to the extent required by law, provided that Recipient shall make reasonable efforts to give Discloser notice of such requirement prior to any such disclosure and shall take reasonable steps to obtain protective treatment of the Confidential Information. Within three Business Days of receipt of Discloser’s written request, and at Discloser’s option, Recipient will either return to Discloser all tangible Confidential Information of Discloser, including but not limited toto all electronic files, information about the customersdocumentation, customer listsnotes, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiariesdrawings, and other information about the products and services offered copies thereof, or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“will provide Discloser with written certification that all such tangible Confidential Information”)Information has been destroyed. The Employee agrees thatparties also agree that if either party breaches any of its obligations under this Section 11, without the prior written consent of the Companysuch breach will result in irreparable harm , he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary either party may seek a protective order or other appropriate remedy and/or waive compliance injunctive relief. [*****] Certain portions denoted with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating an asterisk have been omitted and filed separately with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that . Confidential treatment has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate been requested with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice respect to the Company and/or any Consolidated Subsidiaryomitted portions. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.[*****]

Non-Disclosure. The Employee Nominee acknowledges that he has acquired, and agrees to hold in strict confidence and will continue neither use nor disclose to acquire while employed third parties, information Nominee receives from Politan or any of Politan’s affiliates or any of their respective employees, partners, consultants, agents or counsel (collectively, “Representatives“) or information developed by Nominee based upon such information, including without limitation all information relating to the Company and/or performing services Solicitation which is non-public, confidential or proprietary in nature, except for (a) information which was public at the Consolidated Subsidiaries, special knowledge time of disclosure or becomes part of the businesspublic domain without disclosure by Xxxxxxx, affairs(b) information which Xxxxxxx learns from a third party (other than Politan or its Representatives) which does not have a legal, strategies and plans contractual or fiduciary obligation of the Company and the Consolidated Subsidiaries which has not been disclosed confidentiality to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesPolitan or any of Politan’s respective Representatives, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered (c) following Nominee’s election or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent appointment as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Xxxxxxx’s fiduciary duties under applicable law, or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any required disclosure pursuant to this clause (d), Nominee hereby agrees to promptly notify Politan in writing of such request or requirement required disclosure so that the Company and/or a Consolidated Subsidiary Politan may seek a protective order or other appropriate remedy and/or or, in Xxxxxxx’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If17; provided, further, that in the absence of a event no such protective order or other appropriate remedy is obtained, or Politan waives compliance with the receipt terms of a waiver from the Companythis Section 17, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is reasonably advised by counsel in writing that it is legally required to be discloseddisclose and will cooperate with Xxxxxxx’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, confidential information. Nominee further agrees not to (i) make any public communication relating to the parties hereto agree that nothing contained in this Agreement limits Solicitation or Politan without the Employee’s ability prior written consent of Politan and (ii) stand for election to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over Directors through nomination by the Company or any Consolidated Subsidiary other person (other than Politan) without the “Government Agencies”)prior written consent of Politan. The Employee further understands that Nothing in this Agreement does not limit his ability to communicate Section 17 shall constrain Nominee’s communications with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the EmployeeNominee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectlycounsel, or prevent Nominee from disclosing information to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationNominee’s counsel.

Non-Disclosure. The Employee acknowledges that he has acquiredFirm may disclose to Consultant, or Consultant may otherwise receive access to, Confidential Information (defined below). During the Term of this Agreement, and will continue to acquire while employed by for a period of one (1) year thereafter, regardless of how this Agreement is terminated, Consultant and its Representatives (defined below) shall use the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Confidential Information solely in performance of the businessServices pursuant to this Agreement and, affairssubject to next succeeding paragraph, strategies shall not disclose or permit access to Confidential Information other than to its affiliates and plans its or their employees, attorneys and accountants (collectively, “Representatives”) who: (a) need access to such Confidential Information in connection with the provision of the Company Services; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Consolidated Subsidiaries which has not been disclosed Confidential Information than the terms contained herein. Consultant shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a commercially reasonable degree of care. Consultant shall promptly notify the public Firm in writing of any unauthorized use or disclosure of Confidential Information and which constitutes use its best efforts to prevent further use or disclosure. Consultant shall be responsible for any breach of this Agreement caused by its Representatives. The term “Confidential Information” means all non-public, proprietary, or confidential and proprietary business information owned by of the Company and the Consolidated SubsidiariesFirm disclosed, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, to any trade secrets, marketing information in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and plansall notes, and business strategies of the Company and the Consolidated Subsidiariesanalyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information about that: (a) is or becomes generally available to the products and services offered public other than as a result of Consultant’s or developed its Representatives’ act or planned to be offered omission; (b) is obtained by Consultant or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Consultant establishes by documentary evidence, was or is independently developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, Consultant or its Representatives without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose using any Confidential Information. Consultant acknowledges and agrees that any breach of this Agreement will cause irreparable harm and injury to the Firm for which money damages would be an inadequate remedy and that, in addition to remedies at law, the Employee shall provide the Company with prompt written notice of Firm is entitled to equitable relief as a remedy for any such request breach. Consultant waives any claim or requirement so defense that the Company and/or a Consolidated Subsidiary may seek a protective order Firm has an adequate remedy at law in any such proceeding. Nothing herein shall be construed as prohibiting the Firm from pursuing any other remedies available to it for such breach or other appropriate remedy and/or waive compliance with threatened breach, including the provisions recovery of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver damages from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationConsultant.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which the Employee is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquiredMISS DIG shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, the Confidential Information, except to MISS DIG's directors, officers, employees, managers, members, partners, representatives or agents, including, without limitation, its attorneys, and will continue consultants ("Representatives") to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge whom disclosure is reasonably necessary in connection with MISS XXX’s operation of the businessnotification center, affairs, strategies and plans of as defined in the Company and MISS DIG Act. MISS DIG shall take all actions reasonably necessary to ensure that the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Confidential Information remains strictly confidential and proprietary business information owned is not disclosed by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered MISS DIG or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information its Representatives to any person or entity other than except in accordance with the Company and terms of this Addendum. In the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is event that MISS DIG or its Representatives are requested or required (including but not limited to by applicable law, rule or regulation or oral questions, interrogatories, requests for information or documents in legal proceedingproceedings, subpoena, civil investigative demand or FOIA request or other similar process) to disclose any of the Confidential Information, the Employee MISS DIG shall provide the Company Member with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary Member may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)Addendum. If, in the absence of a protective order or other remedy or the receipt of a waiver from by the CompanyMember, MISS DIG or its Representatives are nonetheless, in the Employee is nonetheless opinion of its outside legal counsel, legally compelled to disclose Confidential Information to any tribunal Information, MISS DIG or else stand liable for contempt or suffer other censure or penalty, the Employee may, its Representatives may without liability hereunder, hereunder disclose to such tribunal only that portion of the Confidential Information which is such counsel advises MISS DIG or its Representatives are legally required to be disclosed, provided that MISS DIG or its Representatives, as the Employee exercise his best case may be, shall use all reasonable efforts to preserve the confidentiality of the Confidential Information, including including, without limitation limitation, by cooperating with the Company and/or a Consolidated Subsidiary efforts of the Member (at the Member's expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded afforded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquiredExcept as may be expressly required in the course of carrying out the Executive’s duties and obligations under the Employment Agreement, and the Executive will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries(i) keep confidential any proprietary technical, special knowledge of the businessfinancial, affairsmarketing, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary distribution or business information owned by the Company and the Consolidated Subsidiariesor trade secrets of Powin, including but not limited toincluding, information about the customersconcepts, customer lists, software, data, formulaetechniques, processes, inventionsmethods, trade secretssystems, marketing designs, cost data, computer programs, formulas, development or experimental work, work in progress, or information or details regarding Powin’s relationships with customers, vendors, partners and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries suppliers (collectively “Powin Confidential Information”). The Employee agrees that) and all documentation and information relating thereto, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly and (ii) not disclose any Powin Confidential Information to any person or entity use or exploit any Confidential Information (x) for any purpose other than the proper purposes of the Company and or (y) in any manner detrimental to the Consolidated SubsidiariesCompany, in each case, during the term of Executive’s employment, or at any time thereafter. Notwithstanding Anything herein to the foregoingcontrary notwithstanding, Powin Confidential Information does not include information which: · represents broadly available commercial knowledge; · is or becomes generally available to the public other than as a result of a disclosure by Executive in violation of this Agreement; · was within Executive’s possession prior to its being furnished to Executive by or on behalf of Powin, provided that the source of such information was not known by Executive to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Powin with respect to such information; · becomes available to Executive on a nonconfidential basis from a source other than Powin, provided that such source is not known by Executive to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Powin with respect to such information; or · is independently developed by Executive without use of or reference to the Powin Confidential Information. Despite this Section II, if the Employee Executive is requested or required (including but not limited to by oral questionsany law, interrogatoriesregulation or rule, requests for information or documents in legal proceedingany legal, subpoena, civil investigative demand regulatory or other similar process) administrative process to disclose any Powin Confidential Information, the Employee Executive shall provide promptly, if legally permitted, notify the Company with prompt written notice in writing of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek an appropriate protective order or other relief. The Executive will not oppose any effort by the Company to resist or narrow such request or to seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationremedy.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a11(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquiredClient may disclose to Consultant, or Consultant may otherwise receive access to, Confidential Information (defined below). During the Term of this Agreement, and will continue to acquire while employed by for a period of one (1) year thereafter, regardless of how this Agreement is terminated, Consultant and its Representatives (defined below) shall use the Company and/or performing services for the Consolidated Subsidiaries, special knowledge Confidential Information solely in performance of the businessServices pursuant to this Agreement and, affairssubject to next succeeding paragraph, strategies shall not disclose or permit access to Confidential Information other than to its affiliates and plans its or their employees, attorneys and accountants (collectively, “Representatives”) who: (a) need access to such Confidential Information in connection with the provision of the Company Services; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Consolidated Subsidiaries which has not been disclosed Confidential Information than the terms contained herein. Consultant shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to the public protect its most sensitive information and which constitutes no less than a commercially reasonable degree of care. Consultant shall promptly notify Client in writing of any unauthorized use or disclosure of Confidential Information and use its best efforts to prevent further use or disclosure. Consultant shall be responsible for any breach of this Agreement caused by its Representatives. The term “Confidential Information” means all non-public, proprietary, or confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesof Client disclosed, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, to any trade secrets, marketing information in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as "confidential," and plansall notes, and business strategies of the Company and the Consolidated Subsidiariesanalyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing; provided, however, that Confidential Information does not include any information about that: (a) is or becomes generally available to the products and services offered public other than as a result of Consultant’s or developed its Representatives' act or planned to be offered omission; (b) is obtained by Consultant or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) Consultant establishes by documentary evidence, was or is independently developed by the Company and/or the Consolidated Subsidiaries (“Consultant or its Representatives without using any Confidential Information”). The Employee agrees that, without All written and oral information and material disclosed or provided by the prior written consent of Client to the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. If Consultant or any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee of its Representatives is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in a valid legal proceeding, subpoena, civil investigative demand or other similar process) order to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice Consultant shall, before such disclosure, notify Client of any such request or requirement requirements so that the Company and/or a Consolidated Subsidiary Client may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)remedy, and Consultant shall assist Client therewith. If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless If Consultant remains legally compelled to make such disclosure, it shall: (a) only disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which that, in the opinion of its legal counsel, Consultant is legally required to be discloseddisclose; (b) cooperate with Client to prevent or limit such disclosure, provided that the Employee exercise his best and (c) use reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance ensure that confidential treatment will be accorded the such Confidential Information by such tribunalis afforded confidential treatment. Notwithstanding anything to the contrary herein, the parties hereto agree Consultant acknowledges and agrees that nothing contained in any breach of this Agreement limits the Employee’s ability will cause irreparable harm and injury to report information Client for which money damages would be an inadequate remedy and that, in addition to remedies at law, Client is entitled to equitable relief as a remedy for any such breach. Consultant waives any claim or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission defense that Client has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate an adequate remedy at law in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other such proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the any Consolidated SubsidiariesSubsidiary, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“"Confidential Information”"). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, Information the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a12(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Executive further agrees, during and after the Term of Employment, the Restricted Period and thereafter, that he has acquired, and the Executive will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for his own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose Group any Confidential InformationInformation (as defined below) whether prepared by the Executive or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company Group who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. The Executive shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company Group, except as required in his normal course of employment by the Company Group. During the Term, the Employee Executive shall use his commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by the Executive hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. After the Term, the Executive shall not disclose Confidential Information other than to his advisors, representatives and agents who execute a confidentiality agreement whereby they will agree to observe the confidentiality terms and conditions set forth herein. The Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, the Executive shall provide the Company with prompt written notice of such requirement to the extent allowed by law, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Executive agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information which the Executive may possess or control. The Executive agrees that is in all Confidential Information of the Company Group (whether now or hereafter existing) conceived, discovered or made by him during his possession or under his control, employment with the Company Group exclusively belongs to the Company Group (and shall retain no written or electronic record of any not to the Executive). The Executive will promptly disclose such Confidential Information.Information to the Company Group and perform all actions reasonably requested by the Company Group to establish and confirm such exclusive ownership. As used

Non-Disclosure. The Employee acknowledges that he has acquiredFollowing the Closing, the Seller shall, and will continue to acquire while employed by the Company and/or performing services Seller shall cause each of its Subsidiaries that are not Acquired Subsidiaries, and its and their respective directors, officers and employees, and shall instruct their agents and representatives to, keep confidential and not disclose or use for its benefit or for the Consolidated Subsidiariesbenefit of any other Person, special knowledge of any and all trade secrets, know how, or confidential matters concerning the businessBusiness, affairs, strategies and plans of the Company and Purchased Assets or the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesAssumed Liabilities, including but not limited tounpublished financial information, information about the customerssecrets, customer lists, software, employee data, formulaemailing lists, processesconsultant arrangements, inventionspricing policies, trade secretsoperational methods, marketing information plans or strategies, project development and techniques or plans, research and development programs and plans, business acquisition plans, new personnel acquisition plans, designs and design projects, any Acquired IP and any other research or business strategies of information concerning the Company and Business, the Consolidated Subsidiaries, and other information about Purchased Assets or the products and services offered or developed or planned to be offered or developed by Assumed Liabilities (the Company and/or the Consolidated Subsidiaries (“Confidential Information”)) and starting from the Closing, the foregoing shall constitute confidential information of Buyer and not of Seller. The Employee agrees that, without If the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly Seller is obligated to disclose any Confidential Information pursuant to any person or entity other than applicable Law, then the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee Seller shall provide the Company Buyer with prompt written notice of before any such request or requirement so that the Company and/or a Consolidated Subsidiary may disclosure sufficient to enable Buyer, at Buyer’s sole cost and expense, either to seek a protective order or other appropriate remedy and/or preventing or prohibiting such disclosure or to waive compliance with the provisions of this Section 10(a)7.2 or both. If, in If the absence of a Buyer does not obtain such protective order or other remedy or remedy, then the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal Seller will furnish only that portion of the such Confidential Information which that is legally required to be disclosedrequired, provided that the Employee and will exercise his best reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such disclosed information. Nothing herein shall prevent the Confidential Information by such tribunal. Notwithstanding anything Seller from using or disclosing information that is generally available to the contrary hereinpublic, the parties hereto agree that nothing contained in unless such information became publicly available as a result of a breach of this Agreement limits the Employee’s ability to report information to undertaking by Seller or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does of its Subsidiaries that are not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential InformationAcquired Subsidiaries.

Non-Disclosure. The Therefore, the Employee acknowledges agrees, without any time limitation, including during and after the term of this Agreement and his/her employment with the Company, that he has acquiredthe Employee shall not disclose, and will continue use, or permit access, to acquire while employed by any unauthorized person or entity, including within the Company and/or performing services Company, or use for the Consolidated SubsidiariesEmployee’s own purposes or gain, special knowledge or that of the businessany friend, affairsrelative or other third party, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“any Confidential Information”). The Employee agrees that, Information without the prior written consent of the Company, he shall not, during unless and to the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information extent that the aforementioned matters (a) become generally known to any person or entity and available for use by the public other than as a result of the Company and Employee’s acts or omissions in violation of this Agreement or (b) were within the Consolidated Subsidiaries. Notwithstanding Employee’s possession prior to its being obtained by the foregoingEmployee in the course of the Employee’s employment with the Company; provided, however, that if the Employee is requested or required (including but not limited receives a request to by oral questionsdisclose Confidential Information pursuant to a deposition, interrogatories, requests request for information or documents in legal proceedingproceedings, subpoena, subpoena civil investigative demand demand, governmental or other regulatory process or similar process, (a) to disclose any Confidential Informationthe Employee shall promptly notify the Company in writing, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy; (b) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which which, in the written opinion of the Employee’s legal counsel, is legally required to be disclosed, provided that the Employee disclosed and shall exercise his reasonable best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance assure that confidential treatment will shall be accorded to such Confidential Information by the receiving person or entity; and (c) the Company shall be given an opportunity to review the Confidential Information by such tribunal. Notwithstanding anything prior to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationdisclosure.

Non-Disclosure. The Employee acknowledges that he has acquiredMISS DIG shall keep strictly confidential and shall not disclose, or cause or permit to be disclosed, to any person or entity, the Confidential Information, except to MISS DIG's directors, officers, employees, managers, members, partners, representatives or agents, including, without limitation, its attorneys, and will continue consultants ("Representatives") to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge whom disclosure is reasonably necessary in connection with MISS DIG’s operation of the businessnotification center, affairs, strategies and plans of as defined in the Company and MISS DIG Act. MISS DIG shall take all actions reasonably necessary to ensure that the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes Confidential Information remains strictly confidential and proprietary business information owned is not disclosed by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered MISS DIG or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information its Representatives to any person or entity other than except in accordance with the Company and terms of this Addendum. In the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is event that MISS DIG or its Representatives are requested or required (including but not limited to by applicable law, rule or regulation or oral questions, interrogatories, requests for information or documents in legal proceedingproceedings, subpoena, civil investigative demand or FOIA request or other similar process) to disclose any of the Confidential Information, the Employee MISS DIG shall provide the Company Member with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary Member may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a)Addendum. If, in the absence of a protective order or other remedy or the receipt of a waiver from by the CompanyMember, MISS DIG or its Representatives are nonetheless, in the Employee is nonetheless opinion of its outside legal counsel, legally compelled to disclose Confidential Information to any tribunal Information, MISS DIG or else stand liable for contempt or suffer other censure or penalty, the Employee may, its Representatives may without liability hereunder, hereunder disclose to such tribunal only that portion of the Confidential Information which is such counsel advises MISS DIG or its Representatives are legally required to be disclosed, provided that MISS DIG or its Representatives, as the Employee exercise his best case may be, shall use all reasonable efforts to preserve the confidentiality of the Confidential Information, including including, without limitation limitation, by cooperating with the Company and/or a Consolidated Subsidiary efforts of the Member (at the Member's expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded afforded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Information.

Non-Disclosure. The Employee acknowledges Consultant agrees to hold Confidential Information in strict confidence, using at least the same degree of care that he has acquiredConsultant uses in maintaining the confidentiality of its own confidential information, and will continue shall not, without Agency’s prior written consent, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to acquire while employed by third parties, or use Confidential Information for any purposes whatsoever, other than the Company and/or performing services for provision of Services to Agency hereunder. Consultant shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Consultant shall use reasonable efforts to assist Agency in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Consultant shall advise Agency immediately if Consultant learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the Consolidated Subsidiaries, special knowledge terms of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plansthis Section 13(b), and business strategies Consultant shall, at its expense, cooperate with Agency in seeking injunctive or other equitable relief in the name of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”)Agency against any such person. The Employee Consultant agrees that, without the prior written consent of the Companyexcept as directed by Agency, he shall not, Consultant will not at any time during or after the term of his employment or at any time thereafterthe Contract disclose, in any manner directly or indirectly disclose indirectly, any Confidential Information to any person person, except in accordance with the Contract, and that upon termination of the Contract or entity at Agency’s request, Consultant shall turn over to Agency all documents, papers, and other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents matter in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Consultant's possession that embody Confidential Information, . In the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee event Consultant is nonetheless legally compelled required to disclose Confidential Information pursuant to a subpoena or other legal process, Consultant shall notify Agency of such subpoena or other legal process, provide Agency with copies of any tribunal subpoena, other legal process and any other written materials supporting the subpoena or else stand liable for contempt or suffer other censure or penaltylegal process, and otherwise cooperate with Agency in the Employee may, without liability hereunder, disclose event Agency decides to such tribunal only that portion of oppose the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality disclosure of the Confidential Information, including without limitation by cooperating with . In the Company and/or a Consolidated Subsidiary event Agency decides not to obtain an appropriate protective order oppose such subpoena or other reliable assurance that confidential treatment will legal process or Agency’s decision to oppose the subpoena or legal process has not been successful, Consultant shall be accorded excused from the Confidential Information by such tribunal. Notwithstanding anything confidentiality provisions of this Section, to the contrary herein, extent necessary to meet the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors requirements of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents subpoena or other information, without notice to legal process controlling the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationrequired disclosure.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent of the Company, he shall notParticipant further agrees, during the term of his employment or at any time Restricted Period and thereafter, in any manner that the Participant will not, directly or indirectly in one or a series of transactions disclose any Confidential Information to any person or entity use or otherwise exploit for the Participant’s own benefit or for the benefit of anyone other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose its subsidiaries any Confidential InformationInformation (as defined below) whether prepared by the Participant or not provided, however, that any Confidential Information may be disclosed to officers, representatives, employees and agents of the Company or its Related Companies who need to know such Confidential Information in order to perform the services or conduct the operations required or expected of them in the Business. The Participant shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company or its Related Companies, except as required in his normal course of Service with the Company. The Participant shall use his commercially reasonable efforts to cause all persons or entities to whom Confidential Information shall be disclosed by the Participant hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. The Participant shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure of any thereof is specifically required by law or in any judicial or administrative process which includes subpoena powers; provided, however, that in the event disclosure is so required, the Employee Participant shall provide the Company with prompt written notice notice, in light of the circumstances, of such requirement, prior to making any such request or requirement disclosure, so that the Company and/or a Consolidated Subsidiary may seek a an appropriate protective order or other appropriate remedy and/or waive compliance with order. At the provisions request of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled Participant agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies Confidential Information which the Participant may possess or control. The Participant agrees that all Confidential Information of documents the Company and its Related Companies (whether now or hereafter existing) conceived, discovered or made by him during his Service with the Company or its Related Companies exclusively belongs to the Company and its Related Companies (and not to the Participant). The Participant will promptly disclose such Confidential Information to the Company and its Related Companies and perform all actions reasonably requested by the Company and its direct and indirect subsidiaries to establish and confirm such exclusive ownership. As used herein, the term “Confidential Information” means any confidential information including, without limitation, any study, data, calculations, software storage media or other records compilation of information, patent, patent application, copyright, trademark, trade name, service xxxx, service name, “know-how”, trade secrets, customer lists, details of client or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition plans or any portion or phase of any scientific or technical information, ideas, discoveries, designs, computer programs (including without limitation electronic records) containing any Confidential Information that is source of object codes), processes, procedures, formulas, improvements or other proprietary or intellectual property of the Company or its Related Companies, whether or not in his possession written or under his controltangible form, and shall retain no written whether or electronic record of any not registered, and including all files, records, manuals, books, catalogues, memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The term “Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that becomes generally available to the public other than as a result of a disclosure by the Participant not permissible hereunder.

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue agrees not to acquire while employed by the Company and/or performing services use other than for the Consolidated Subsidiaries, special knowledge benefit of the businessVsource Companies and to keep confidential, affairs, strategies and plans during the term of Employee's employment with the Company and for at least two (2) years thereafter, all information about the Consolidated Subsidiaries Vsource Companies which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesVsource Companies treat as confidential, including including, but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secretsmarketing plans, marketing information and planstechniques, technical information, and business strategies possible new products or services, except that Employee will not be required to keep particular items of information confidential after those items of information become generally available to the Company public without a breach by Employee of Employee's obligations under this Section. Employee covenants and agrees that except in the Consolidated Subsidiariesperformance of his duties hereunder, and other information about the products and services offered he will not, at any time, directly or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees thatindirectly, without the prior written consent of the Company, he shall not, during the term of his employment use or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person any confidential or entity proprietary information -4-NEXT PAGE ("Confidential Information") obtained or developed by him while employed by the Company relating to the business of the Vsource Companies, except information which at the time (i) is available to others in the business or generally known to the public other than as a result of disclosure by him not permitted hereunder, (ii) is lawfully acquired from a third party who is not obligated to a Vsource Company to maintain such information in confidence or (iii) is used in any dispute or proceedings between the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the parties and/or Employee is requested or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information, the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information such information; provided, however, that prior to any tribunal or else stand liable for contempt or suffer other censure or penaltysuch compelled disclosure, Employee will (a) assert the Employee may, without liability hereunder, disclose to such tribunal only that portion privileged and confidential nature of the Confidential Information which is legally required to be disclosed, provided that against the Employee exercise his best efforts to preserve third party seeking disclosure and (b) cooperate fully with the confidentiality Company or any other Vsource Company in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment Employee will be accorded entitled to disclose the Confidential Information by such tribunal. Notwithstanding anything Information, but only as and to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability extent necessary to report information to or file a charge or complaint legally comply with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch compelled disclosure.

Non-Disclosure. The Employee acknowledges Parties hereto agree that he has acquiredfor a period of 5 (five) years from the date hereof, and will continue to acquire while employed by Recipient and/or any of its Representatives shall: use the Company and/or performing services Confidential Information solely for the Consolidated Subsidiaries, special knowledge purpose of evaluating the possibility of the businessTransaction; keep confidential any Confidential Information; not copy, affairsreproduce, strategies and plans retransmit, display or publish any Confidential Information without prior written consent of Owner; not disclose or use for their own benefit or for anyone’s benefit any of the Company Confidential Information in any manner whatsoever, regardless of whether such Representatives have signed a confidentiality agreement; not make any commercial use of Confidential Information; Recipient may disclose Confidential Information only: to such of its Representatives who need such information for the sole purpose of evaluating the possibility of the Transaction (it being understood that such Representatives shall be informed by Recipient of the confidential nature of such information and the Consolidated Subsidiaries which has not been disclosed shall be directed by Recipient to treat such information as confidential); as otherwise permitted in this Agreement; and in all other cases, only if and to the public extent that Owner gives its prior written consent to such disclosure. All Confidential Information shall be kept and which constitutes confidential and proprietary business information owned by maintained at a safe place, adequately protected to assure that no unauthorized person have access to the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies Confidential Information. Recipient agrees that it will be fully responsible for any breach of any of the Company provisions of this Agreement by any of its Representatives and agrees to take, at its sole expense, all reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Consolidated SubsidiariesConfidential Information (including, and other information about without limitation, the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”initiation of appropriate court proceedings). The Employee Recipient hereto agrees that, without the prior written consent of the CompanyOwner, he Recipient and/or its Representatives shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly not disclose any Confidential Information to any person or entity person, other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required (including but not limited to as permitted by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) to disclose any Confidential Informationthis Agreement, the Employee shall provide the Company with prompt written notice of any such request or requirement so fact that the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information has been made available to Recipient, the fact that discussions or negotiations are taking place concerning the possibility of the Transaction between the Parties or the existence of this Agreement; provided, however, that Recipient may make such disclosure if required by law, upon a good faith and written confirmation of such legal requirement from an outside counsel (in which is legally required to be disclosed, provided that the Employee exercise his best event Recipient shall use all reasonable efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating consult with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, the parties hereto agree that nothing contained in this Agreement limits the Employee’s ability to report information to or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided Owner as early as possible prior to any Government Agencies. In additionsuch disclosure regarding the nature, pursuant to the Defend Trade Secrets Act timing, extent and form of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch disclosure).

Non-Disclosure. The Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services for the Consolidated Subsidiaries, special knowledge of the business, affairs, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated Subsidiaries, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without a) Except (i) with the prior written consent of the CompanyAdviser in each instance or (ii) as may be necessary to perform the Subadviser's services hereunder or (iii) as may be required by law or as directed by a court of competent jurisdiction, he governmental agency or self-regulatory organization, the Subadviser shall notnot disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during the term of his employment this Agreement (including any renewal or extension thereof) and continuing for a period of five years thereafter, any confidential information relating to the Adviser or any subsidiary or affiliate thereof, including confidential information relating to investors in FEFA (regardless of whether such investor information is presented on an investor-by-investor basis, aggregated or presented as a composite or otherwise) acquired by it prior to, during the course of, or incident to, its appointment hereunder; provided, however, that nothing contained in this Section 11 shall prevent the Subadviser from soliciting any FEFA Investor at any time thereafterusing any means, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested or required unless such solicitation (including but not limited to the period during which such solicitation may be made) or means are proscribed by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Section 10 hereof. If the Subadviser determines that as a matter of law it is required to disclose any Confidential Informationsuch confidential information or if the Subadviser is directed by a court of competent jurisdiction, governmental agency or self-regulatory organization to disclose any such confidential information, it shall promptly give the Employee shall provide the Company with prompt Adviser written notice of any such request or requirement so that thereof and will use reasonable efforts (at no cost to the Company and/or a Consolidated Subsidiary may seek a protective order or other appropriate remedy and/or waive compliance with Subadviser) to assist the provisions of this Section 10(a). If, Adviser in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain seeking an appropriate protective order or other reliable assurance that confidential reasonable assurances as to the treatment will be accorded the Confidential Information by of any such tribunalrequired or directed disclosure. Notwithstanding anything the first sentence of this paragraph, but subject to the contrary hereinexceptions thereto, personally identifiable financial information relating to investors in FEFA shall at all times during the parties hereto agree that nothing contained in term of this Agreement limits the Employee’s ability to report information to (including any extension or file a charge or complaint renewal hereof) and at any time thereafter be maintained in accordance with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors principles of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over Trust's privacy policies as described in the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law Prospectus for the disclosure of a trade secret that (i) is made (A) in confidence Trust from time to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationtime.

Non-Disclosure. The During the Term of Employment and at all times thereafter, Employee acknowledges that he has acquired, and will continue to acquire while employed by the Company and/or performing services shall hold in a fiduciary capacity for the Consolidated Subsidiaries, special knowledge benefit of the businessEmployer, affairseach Designated Affiliate and each of their affiliates, strategies and plans of the Company and the Consolidated Subsidiaries which has not been disclosed to the public and which constitutes respectively, all secret or confidential and proprietary business information owned by the Company and the Consolidated Subsidiariesinformation, including but not limited to, information about the customers, customer lists, software, knowledge or data, formulaeincluding, processes, inventionswithout limitation, trade secrets, identity of investments, identity of contemplated investments, business opportunities, valuation models, contractual relationships, marketing information practices, management policies and plansmethodologies, relating to the business of the Employer, the Designated Affiliates or their affiliates, and their respective business strategies of the Company and the Consolidated Subsidiariesas, and other information about the products and services offered or developed or planned to be offered or developed obtained by Employee at any time during Employee’s employment by the Company and/or the Consolidated Subsidiaries Employer (“Confidential Information”); provided, however, that Confidential Information does not include information that was or becomes generally available to the public, other than as a result of a disclosure by Employee, directly or indirectly, or as a result of the violation by a third party of the Employer’s confidentiality rights. The Employee also agrees thatto keep confidential and not disclose to any unauthorized Person any personal information regarding the Designated Affiliates or any of their affiliates and any member of the immediate family of any such Person (and all such personal information shall be deemed “Confidential Information” for the purposes of this Agreement). Employee shall not, without the prior written consent of the CompanyEmployer: (i) except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of counsel that such disclosure is legally required, he shall not, during the term of his employment communicate or at any time thereafter, in any manner directly or indirectly disclose divulge any Confidential Information to any person or entity anyone other than the Company Employer and those designated by the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee is requested Employer; or required (including but not limited to by oral questions, interrogatories, requests for information or documents in legal proceeding, subpoena, civil investigative demand or other similar processii) to disclose use any Confidential InformationInformation for any purpose other than the performance of his duties as an employee of the Employer. Employee will assist the Employer, at the Employee shall provide the Company with prompt written notice of any such request or requirement so that the Company and/or a Consolidated Subsidiary may seek Employer’s expense, in obtaining a protective order or order, other appropriate remedy and/or waive compliance with the provisions of this Section 10(a). If, in the absence of a protective order or other remedy or the receipt of a waiver from the Company, the Employee is nonetheless legally compelled to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which is legally required to be disclosed, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Information, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the to any Confidential Information by such tribunal. Notwithstanding anything disclosed pursuant to the contrary hereinterms of this Agreement. In no event shall Employee during or after his employment hereunder, make any public statement that would libel, slander or disparage the Employer, the parties hereto agree that nothing contained in this Agreement limits Designated Affiliates, any controlling Person of the Employer, the Designated Affiliates, their respective affiliates and family members or any of their respective officers, directors or employees. All processes, technologies, intellectual property and inventions (collectively, “Inventions”) conceived, developed, invented, made or found by Employee, alone or with others, during the Term of Employment, whether or not patentable and whether or not on the Employer’s ability to report information to time or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors use of the Federal Reserve System Employer’s facilities or materials, shall be the property of the Employer and shall be promptly and fully disclosed by Employee to the Employer. Employee shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents, or instruments requested by the Employer) to vest title to any such Inventions in the Employer and to enable to the Employer, at its expense, to secure and maintain domestic and/or foreign patents or any other federal, state or local governmental agency or commission that has jurisdiction over the Company or any Consolidated Subsidiary (the “Government Agencies”). The Employee further understands that this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does not limit the Employee’s right to receive an award rights for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his control, and shall retain no written or electronic record of any Confidential Informationsuch Inventions.

Non-Disclosure. The Employee Nominee acknowledges that he has acquired, and agrees to hold in strict confidence and will continue not use nor disclose to acquire while employed third parties information Nominee receives from Sachem Head or any of its agents or representatives or information developed by Nominee based upon such information Nominee receives from Sachem Head or any of its agents or representatives, except for (a) information which was public at the Company and/or performing services for the Consolidated Subsidiaries, special knowledge time of disclosure or becomes part of the businesspublic domain without disclosure by Nominee, affairs(b) information which Nominee learns from a third party (other than Sachem Head or its agents or representatives) which does not have a legal, strategies and plans contractual or fiduciary obligation of the Company and the Consolidated Subsidiaries which has not been disclosed confidentiality to the public and which constitutes confidential and proprietary business information owned by the Company and the Consolidated SubsidiariesSachem Head or its agents or representatives, including but not limited to, information about the customers, customer lists, software, data, formulae, processes, inventions, trade secrets, marketing information and plans, and business strategies of the Company and the Consolidated Subsidiaries, and other information about the products and services offered or developed or planned to be offered or developed by the Company and/or the Consolidated Subsidiaries (“Confidential Information”). The Employee agrees that, without the prior written consent c) following Nominee’s election as a director of the Company, he shall not, during the term of his employment or at any time thereafter, in any manner directly or indirectly disclose any Confidential Information to any person or entity other than the Company and the Consolidated Subsidiaries. Notwithstanding the foregoing, if the Employee information which is requested or required (including but not limited to by oral questions, interrogatories, requests necessary for information or documents in legal proceeding, subpoena, civil investigative demand or other similar process) Nominee to disclose any Confidential Informationin order to comply with Nominee’s fiduciary duties under applicable law or (d) information which is required to be disclosed by applicable law; provided, that in the Employee shall provide the Company with prompt written notice event of any such request or requirement required disclosure pursuant to this clause (d), Nominee hereby agrees to use commercially reasonable efforts to notify Sachem Head promptly so that the Company and/or a Consolidated Subsidiary Sachem Head may seek a protective order or other appropriate remedy and/or or, in Sachem Head’s sole discretion, waive compliance with the provisions terms of this Section 10(a). If16; provided, further, that in the absence of a event that no such protective order or other remedy is obtained, or that Sachem Head waives compliance with the receipt terms of a waiver from the Companythis Section 16, the Employee is nonetheless legally compelled Nominee further agrees to disclose Confidential Information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Employee may, without liability hereunder, disclose to such tribunal furnish only that portion of the Confidential Information confidential information which Nominee is advised by counsel is legally required to be disclosedand will cooperate with Sachem Head’s efforts, provided that the Employee exercise his best efforts to preserve the confidentiality of the Confidential Informationwithout incurring any monetary expense, including without limitation by cooperating with the Company and/or a Consolidated Subsidiary to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal. Notwithstanding anything to the contrary herein, confidential information. Nominee further agrees not to (i) make any public communication relating to the parties hereto agree that nothing contained in this Agreement limits Solicitation without the Employee’s ability to report information to prior permission of Sachem Head or file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other federal, state or local governmental agency or commission that has jurisdiction over (ii) stand for election through nomination by the Company or any Consolidated Subsidiary other stockholder of the Company (other than Sachem Head), as director of the “Government Agencies”)Company without the prior permission of Sachem Head. The Employee further understands Nothing in this Section 16 shall constrain Nominee’s communications with his or her counsel, or prevent Nominee from disclosing information to his or her counsel. Sachem Head and the Nominee are joint participants in the Nominee’s engagement under this Agreement, and each party acknowledges and agrees that the parties share a common legal interest in connection with the Nominee’s engagement under this Agreement does not limit his ability to communicate with and any Government Agencies actual or otherwise participate in any investigation threatened litigation, or proceeding governmental investigation, that may be conducted by arise therefrom. Each party further acknowledges and agrees that it is the mutual desire, intention and understanding of the parties that the sharing of any Government Agency, including providing documents or other information, without notice to the Company and/or any Consolidated Subsidiary. This Agreement does information is not limit the Employee’s right to receive an award for information provided to any Government Agencies. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Employee understands that an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual (y) files any document containing the trade secret under seal; and (z) does not disclose the trade secret, except pursuant to court order. On the Date of Termination, the Employee shall promptly deliver to the Company all copies of documents or other records (including without limitation electronic records) containing any Confidential Information that is in his possession or under his controlintended to, and shall retain no written not, waive or electronic record diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, the attorney work product doctrine or any Confidential Informationother applicable privilege or immunity, including the common interest privilege. Each of the parties further agrees that information being provided by Sachem Head or its counsel is being provided solely for use in connection with the Nominee’s engagement under this Agreement and shall remain confidential in accordance with this Section 16 and shall be protected from disclosure to any third party by Sachem Head’s attorney-client privilege, the attorney work product doctrine and/or any other applicable privileges and immunities, including the common interest privilege.