the willful disclosure of material trade secrets or other material confidential information related to the business of the Company and its subsidiaries or affiliates; or

As used above, “Confidential Information” means information which meets all of the following criteria: # disclosed to or known by Consultant as a consequence of or through work performed by him during his employment with Vulcan or pursuant to this Agreement; # not generally known outside Vulcan; and # which relates to Vulcan’s business or internal procedures. Confidential Information includes, but is not limited to, trade secrets as defined in the Alabama Trade Secrets Act, Alabama Code §§ 8-27-1 et. seq., as amended.

The parties hereto recognize that a major need of the Company is to preserve its specialized knowledge, trade secrets, and confidential information. The strength and good will of the Company is derived from the specialized knowledge, trade secrets, and confidential information generated from experience with the activities undertaken by the Company and its subsidiaries. The disclosure of this information and knowledge to competitors would be beneficial to them and detrimental to the Company, as would the disclosure of information about the marketing practices, pricing practices, costs, profit margins, design specifications, analytical techniques, and similar items of the Company and its subsidiaries. The Employee acknowledges that the proprietary information, observations and data obtained by him while employed by the Company concerning the business or affairs of the Company are the property of the Company. By reason of his being a senior executive of the Company, the Employee has or will have access to, and has obtained or will obtain, specialized knowledge, trade secrets and confidential information about the Company’s operations and the operations of its subsidiaries, which operations extend throughout the United States. Therefore, subject to the provisions of Section 14 hereof, the Employee hereby agrees as follows, recognizing that the Company is relying on these agreements in entering into this Agreement:

As part of your responsibilities with the Company, you may learn of or be entrusted with sensitive Company information of a confidential nature, including Trade Secrets.

“Trade Secrets” means all categories of trade secrets as defined in the Uniform Trade Secrets Act, including business information.

Upon termination or expiration of this Agreement, You shall immediately return to the Company all Company property, tangible and intangible, including all confidential information and trade secrets.

An unauthorized use or disclosure by the Purchaser of the Company’s confidential information or trade secrets, which use or disclosure causes material harm to the Company;

Confidential Information of Third Parties. Carter represents and warrants to Trecora that: # Carter is not bound by any agreement, whether formal or informal, verbal or written, that would preclude Carter from entering into this Agreement with Trecora, # Carter will not use or disclose any confidential information, proprietary information, or trade secrets of any previous employer or other third party in the performance of his Consulting Services under this Agreement; and # Carter has not taken and will not take any confidential information, proprietary information, or trade secrets of any previous employer or other third party for use in the performance of his Consulting Services under this Agreement.

The Executive recognizes and acknowledges that the continued success of ​ and its Affiliates depends upon the use and protection of a large body of confidential and proprietary information and that the Executive will have access to the entire universe of ​’s Confidential Information (as defined below in Section 10(b)), as well as certain confidential information of other Persons with which ​ and its Affiliates do business, and that such information constitutes valuable, special and unique property of ​, its Affiliates and such other Persons.

Confidential Information. For purposes of this Agreement, ​’s “Confidential Information” shall include ​ and its Affiliates’ trade secrets as defined under Delaware law, as well as any other information or material which is not generally known to the public, and which: # is generated, collected by or utilized in the operations of ​ or its Affiliates’ business and relates to the actual or anticipated business, research or development of ​, its Affiliates or ​ and its Affiliates’ actual or prospective Customers; or # is suggested by or results from any task assigned to the Executive by ​ or its Affiliates, or work performed by the Executive for or on behalf of ​ or its Affiliates. Confidential Information shall not be considered generally known to the public if the Executive or others improperly reveal such information to the public without ​ or its Affiliates’ express written consent and/or in violation of an obligation of confidentiality owed to ​ or its Affiliates. Confidential Information includes, without limitation, the information, observations and data obtained by the Executive while employed by ​ concerning the business or affairs of ​ or its Affiliates, including information concerning acquisition opportunities in or reasonably related to ​ or its Affiliates’ business or industry, the identities of and other information (such as databases) relating to the current, former or prospective employees, suppliers and Customers of ​ or its Affiliates, development, transition and transformation plans, methodologies and methods of doing business, strategic, marketing and expansion plans, financial and business plans, financial data, pricing information, employee lists and telephone numbers, locations of sales representatives, new and existing customer or supplier programs and services, customer terms, customer service and integration processes, requirements and costs of providing service, support and equipment.