and gas, and retail sectors in the Restricted Area (as defined below). In this business, Employer generates a tremendous volume of Confidential Information and Trade Secrets, which it hereby agrees to share with Employee, and which Employee will have access to and knowledge of through or as a result of Employee’s employment with Employer. “Confidential Information and Trade Secrets” includes any information, data or compilation of information or data developed, acquired or generated by Employer, or its employees (including information and materials conceived, originating, discovered, or developed in whole or in part by Employee at the request of or for the benefit of Employer or while employed by Employer) that is not generally known to persons who are not employees of Employer, and that Employer generally does not share other than with its employees, or with its customers and suppliers on an individual transactional basis. “Confidential Information and Trade Secrets” may be written, verbal or recorded by electronic, magnetic or other methods, whether or not expressly identified as “Confidential” by Employer.

NewYou’s Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by NewYou, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the NewYou business including, without limitation, Brand Partner lists, sponsorship trees, and all NewYou Brand Partner information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of NewYou, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with NewYou, NewYou grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Brand Partner sales, earnings and other financial reports to facilitate your NewYou business.

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.

Without derogating from the applicability of the foregoing, during the Participant’s employment with the Corporation or any Affiliate, it is recognised that the Participant may have access to trade secrets and information of a highly confidential nature, including Confidential Information, the disclosure of which after termination of employment could seriously harm the interests of the Corporation or an Affiliate. The Participant shall not at any time after termination of employment (otherwise than as required by law) divulge to any person any trade secret or Confidential Information which is the property of the Corporation or any Affiliate.

Protection of ITW's Protectable Interests. [[SLM Advisory Services:Organization]] and Mr. Martindale acknowledge that Mr. Martindale possesses confidential ITW information and trade secrets, which if disclosed would provide competitors with an unfair advantage. [[SLM Advisory Services:Organization]] and Mr. Martindale hereby affirm all of Mr. Martindale's existing post-employment obligations with respect to ITW's confidential information and trade secrets that he may be bound to under other agreements or by law, and Mr. Martindale agrees that he will not, directly or indirectly, utilize or disclose to anyone outside of ITW, trade secrets or other confidential ITW information to which he had access during his employment or the Consulting Period. Examples of confidential information include customer and vendor lists, pricing, margins, profitability, revenue, tax-planning data and strategy, business and marketing plans and strategy, long-range planning, financial planning, annual planning, technical know-how, processes, systems, designs, manufacturing techniques, leadership and talent development, ITW' s 80/20 Front to Back process (including processes, methodology, and implementation) employee-compensation data, training and workshop manuals, research and development, and innovation.

rights related to the protections of trade secrets and confidential information, including, but not limited to, rights in industrial property, vendor lists and all associated information and other confidential or proprietary information;

“Trade Secrets” means any trade secrets, confidential business information, concepts, ideas, designs, research or development information, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions, modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark, or trade secret protection).

The Participant understands that the restrictions set forth in this Section 19(e) shall continue to apply after the employment relationship terminates, regardless of the reason for such termination. The Participant understands and acknowledges that the Participant's obligations under this Award Agreement with regard to any particular Confidential Information shall commence immediately upon the Participant first having access to such Confidential Information and shall continue during and after employment with the Corporation or an Affiliate until such time as such Confidential Information has become public knowledge other than as a result of the Participant's breach of this Award Agreement or breach by those acting in concert with the Participant or on the Participant's behalf, and shall be indefinite where permitted by state and local law, and shall not continue longer than two (2) years where indefinite confidentiality provisions are not permitted. Notwithstanding, the Participant’s confidentiality obligations under this Award Agreement with regard to any trade secrets shall continue during and after the Participant 's employment by the Corporation or an Affiliate until such trade secrets are no longer trade secrets under applicable law.

Awardee will not directly or indirectly use any Trade Secrets or other Confidential Information other than as directed by the Company in writing;

Consultant and its Representatives will take reasonable steps to safeguard such Trade Secrets and Confidential Information and prevent their disclosure to unauthorized persons.