CONFIDENTIAL INFORMATION AND DEVELOPMENTS- The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, sales, technical and legal data, property acquisition opportunities and business relationships with banks, lenders and other parties not otherwise publicly available (the “Confidential Information”)

The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company, and the Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's financial statements and projections, expansion proposals, property acquisition opportunities and business relationships with banks, lenders and other parties not otherwise publicly available.

The Consultant shall keep secret such trade secrets and confidential information and shall not use or attempt to use any such secrets or information in any manner which is designed to injure or cause loss to the Company. Trade secrets or confidential information shall include, but not be limited to, the Company's business plans, identities, addresses, telephone number or other contact information of its clients, details of its business relationships with clients and other parties not otherwise publicly available, and all other information advised by the Company as being confidential or privileged.

PROTECTION OF COMPANY’S CONFIDENTIAL INFORMATION. Consultant acknowledges that it shall have access to the Company’s trade secrets and other nonpublic information belonging to the Company, its affiliated companies, partners, joint ventures, or clients in connection with the performance of this Agreement, including, without limitation, trade secrets, know-how, business plans, information and knowledge pertaining to products, services, inventions, discoveries, improvements, innovations, designs, ideas, manufacturing, advertising, marketing, vendors, distribution and sales methods, sales and profit figures, pricing, cost structure, customer and client lists and relationships between the Company and dealers, distributors, sales representatives, customers, clients, suppliers and others who have business dealings with them (collectively, “Confidential Information”). Consultant shall at all times maintain such Confidential Information in strict confidence and shall not divulge it to third parties and shall not use it for purposes outside the scope of this Agreement without the prior written consent of the Company. Under no circumstances will Consultant convert Confidential Information for personal use, gain, or benefit or to the personal use, gain or benefit of any third party unless the Company has expressly authorized Consultant in writing to do so. This paragraph shall not apply to Confidential Information if: # the information was in Consultant’s possession, as shown by written records, prior to the time that the Company disclosed it to Consultant and was not obtained directly or indirectly from the Company, # the information is or later becomes a part of the public domain through no act or omission on the part of Consultant, or # the information is obtained by Consultant from a third party who did not receive the same, directly or indirectly, from the Company. Consultant further agrees that Consultant will not, without the prior written consent of the Company, disclose to any third party or use for purposes outside of the scope of this Agreement any information conceived, developed or prepared by Consultant in the performance of this Agreement, except to the extent that said information falls within one of the categories described in [(b) or (c) above]. At any time that the Company requests Consultant to do so, Consultant shall immediately return to the Company all documents containing Confidential. Information and shall not retain any copies of same, either in hard copy, in electronic form, or in any other form. Consultant’s obligations under this paragraph shall supersede and replace Consultant’s obligations under any nondisclosure or confidentiality agreement previously executed by the parties hereto and shall survive the termination or expiration of this Agreement.

Confidential Information. Except as permitted or directed by the Company, during the Term or at any time thereafter Consultant shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of the Company that Consultant has acquired or become acquainted with or will acquire or become acquainted with during the Term, whether developed by Consultant or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, products or future products, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, any customer or supplier lists of the Company, any confidential or secret development or research work of the Company, or any other confidential information or secret aspects of the business of the Company. Consultant acknowledges that the above-described knowledge or information constitutes a unique and valuable asset of the Company acquired at great time and expense by the Company and its predecessors, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Both during and after the Term, Consultant will refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which was known to the Consultant prior to Consultant’s engagement under this Agreement or which is now published or which I snow or subsequently becomes generally known to the public in the form in which it was obtained from the Company, other than as a direct or indirect result of the breach of this Agreement by Consultant.

The Consultant will not at any time, whether during or after the termination of this Agreement for any reason, make contact with the Company’s clients directly or indirectly, or reveal to any person or entity any of the trade secrets or confidential information concerning the organization, business or finances of the Company or of any third party which the Company is under an obligation to keep confidential, except as may be required in the ordinary course of performing the Consultant Services to the Company.

Non-disclosure. The Consultant acknowledges and agrees that in the course of, or incident to, its provision of Services to the Company, the Company may provide to the Consultant, and the Consultant may otherwise have access to, the Company’s trade secrets and confidential information (collectively and singularly known as “Confidential Information” and defined further below). Except as will be necessary in the performance of the Consultant’s obligations hereunder, the Consultant will not disclose or use for the Consultant’s direct or indirect benefit, or the direct or indirect benefit of any third party, and the Consultant will maintain, both during and after this Agreement, the confidentiality of any Confidential Information of the Company. Upon the Company’s written consent permitting the Consultant to provide or disclose any Confidential Information, the Consultant agrees to advise and inform any third party regarding the confidential nature of such information, and require that such third party independently agrees in writing to be bound by the terms and conditions set forth in Section 7 hereof.