Agreement not to use or to disclose Confidential Information of the Company so long as it shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company, and any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.

Company Information. Except as otherwise provided in ​ of this Agreement, the Executive agrees at all times during the term of the Executive’s employment and thereafter, to use or to disclosehold any Confidential Information of the Company so long as it shallor its Related Entities in strictest confidence, and not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease when that specific portion ofuse (except for the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary informationbenefit of the Company include matters that Executive conceivesto fulfill the Executive’s employment obligations) or develops, as well as matters Executive learns fromto disclose to any person, firm or corporation other employees of Company.than the Company or those designated by it said Confidential Information is definedwithout the prior authorization of the Company, except as may otherwise be required by law or legal process. The Executive agrees that “Confidential Information” means any proprietary information prepared or maintained in any format, including technical data, trade secrets or know-how in which the Company or Related Entities have an interest, including, but not limited to, business records, contracts, research, product or service plans, products, services, customer lists and customers (including, but not limited to, vendors to include information: #the Company or Related Entities on whom the Executive called, with whom the Executive dealt or with whom the Executive became acquainted during the term of the Executive’s employment), pricing data, costs, markets, expansion plans, summaries, marketing and other business strategies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration or marketing, financial or other business information obtained by the Executive or disclosed to the Executive by the Company or known by Executive as a consequenceRelated Entities or any other person or entity during the term of or through herthe Executive’s employment with the Company; # not generally known outsideCompany either directly or indirectly electronically, in writing, orally, by drawings, by observation of services, systems or other aspects of the Company; and # which relates to any aspectbusiness of the Company or its business, finances, operation plans, budgets, research,Related Entities or strategic development. “Confidential Information” includes, but isotherwise. Confidential Information does not limitedinclude information that: # was available to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company, and any information providedpublic prior to the Company bytime of disclosure, whether through press releases, SEC filings or otherwise; or # otherwise becomes available to the public through no act or omission of the Executive or through the wrongful act of a third party under restrictions against disclosure or use by the Company or others.party.

Confidential Information. For purposes of this Agreement, "Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company and that relates to usethe Company's business or technology, including but not limited to disclosecomputer program object and source codes, business plans and strategies, existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales strategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, customer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company from others which the Company has an obligation to treat as confidential, including information obtained in connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The parties agree that the Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Company so long as it shall notExecutive's employment with the Company, Executive will have access to, and be publicly available. Executive's obligations under this Section with respect to any specificentrusted with, Confidential Information and proprietarythat the Company would suffer great loss and injury if the Executive would disclose this information shall cease whenor use it to compete with the Company. Therefore, the Executive agrees that specific portionduring the term of Executive's employment, and until the first to occur of # such time as the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portionsgenerally available to the public through no fault of Executive, # such information obtained separately. It is understood that suchtime as the Confidential Information and proprietary informationno longer provides a benefit to the Company or # the second anniversary of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employeestermination of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through herExecutive's employment with the Company; #Company, Executive will not, directly or indirectly, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not generally known outside the Company; and # which relatesprohibit Executive's use of general skills acquired prior to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developedduring employment by the Company, investments made byas long as such use does not involve the Company,use or disclosure of Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may have participated in the discovery and the development of that information. Executive also agrees and acknowledges that Executive will comply with all applicable laws regarding insider trading or the use of material nonpublic information in connection with the trading of securities. For purposes of this [Section 10], Company shall include any information providedsubsidiaries of the Company. In no event shall an asserted violation of the provisions of this [Section 10] constitute a basis for deferring or withholding any amounts otherwise payable to the Company by a third partyExecutive under restrictions against disclosure or use by the Company or others.this Agreement.

For purposes of the Company so long as itthis Agreement, "Confidential Information" shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to includemean all information: # disclosed to or known by Executive as a consequence of or through herhis employment with the Company;​ or any of its Subsidiaries; # not generally known outside the Company; and​; or # which relates to any aspect of the Company​'s or itsany Subsidiary's business, finances, operation plans, budgets, research, or strategic development. “Confidential Information”Confidential Information includes, but is not limited to the Company’proprietary, sensitive or other information concerning ​'s or Subsidiary's products, product development, trade secrets, proprietarycustomers, suppliers, finances, compensation information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company,business plans and anystrategies, and information provided to the Company​ by a third party under restrictions against disclosure or use by the Company​. Excluded from the definition of Confidential Information is information that is or others.becomes part of the public domain, other than through the breach of this Agreement by Executive.

Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to use or to discloseand acquired Company’s Confidential Information of the Company so long as it shall not be publicly available. Executive's obligations under this Section with respectInformation. As used herein, “Confidential Information” refers to any specificand all information of a confidential, proprietary, or trade secret nature that is maintained in confidence by Company for the protection of its business. Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to, Company’s information about or related to # any current or planned products, # research and development or investigations related to prospective products, # proprietary software and systems, # suppliers or customers, # cost information, profits, sales information, and accounting and unpublished financial information, # business and marketing plans and methods, and # any other information not generally known to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed bypublic that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company, investments made by the Company, and any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.Company.

For purposes of the Company so long as itthis Agreement, “Confidential and Proprietary Information” shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Informationmean non-public, confidential, and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company, and any information provided to the CompanyExecutive concerning, without limitation, the Company’s financial condition and/or results of operations, statistical data, products, ideas and concepts, strategic business plans, lists of customers or customer information, information relating to marketing plans, management development reviews, including information regarding the capabilities and experience of the Company’s employees, compensation, recruiting and training, and human resource policies and procedures, policy and procedure manuals, together with all materials and documents in any form or medium (including oral, written, tangible, intangible, or electronic) concerning any of the above, and other non-public, proprietary and confidential information of the Company; provided, however, that Confidential and Proprietary Information shall not include any information that is known generally to the public or within the industry other than as a result of unauthorized disclosure by a third party under restrictions against disclosure or usethe Executive. It is specifically understood and agreed by the Executive that any non-public information received by the Executive during Executive’s employment by the Company is deemed Confidential and Proprietary Information for purposes of this Agreement. In the event the Executive’s employment is terminated for any reason, the Executive shall immediately return to the Company upon request all Confidential and Proprietary Information in Executive’s possession or others.control.

Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean all proprietary information or knowledge belonging to the Company including, but not limited to usebusiness plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidences of the Company. Notwithstanding anything to disclosethe contrary contained in the preceding sentence, Confidential Information shall not include information that is or becomes generally available to the public or other than as a result of a disclosure by the Executive or a representative of the Company so long as it shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease whenExecutive. The Executive acknowledges that specific portionall of the Confidential Information is and shall continue to be the exclusive proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary informationproperty of the Company include matters thatCompany, whether or not prepared in whole or in part by the Executive conceivesand whether or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: #not disclosed to or known byentrusted to the custody of the Executive. The Executive as a consequenceagrees that upon the termination of or through herthe Executive’s employment with the Company; # not generally known outsideCompany for any reason, the Company; and # which relatesExecutive will promptly at the Company’s discretion, destroy or return to any aspect of the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limitedsoft form) relating to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed byor an Affiliated Company’s business, which he may then possess or have within the Company, investments made by the Company, andExecutive’s control, regardless of whether any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.such documents constitute Confidential Information.

The Executive recognizes that the services to be performed by the Executive hereunder are special, unique and extraordinary and that, by reason of such employment with the Company, the Executive has acquired and will continue to acquire Confidential Information (as defined below) concerning the operation of the Company, the use or to disclosedisclosure of which would cause the Company substantial loss and damages which could not be readily calculated and for which no remedy at law would be adequate. Accordingly, the Executive agrees that the Executive will not (directly or indirectly) at any time, whether during or after the Executive’s employment hereunder, # knowingly use for an improper personal benefit any Confidential Information that the Executive may learn or has learned by reason of the Executive’s employment with the Company or # disclose any such Confidential Information to any Person except # in the performance of the Executive’s obligations to the Company hereunder, # as required by applicable law, # in connection with the enforcement of the Executive’s rights under this Agreement, # in connection with any disagreement, dispute or litigation (pending or threatened) between the Executive and the Company or # with the prior written consent of the Board. As used herein, “Confidential Information” includes information with respect to the operation and performance of the Company so longand the Company Managed Funds, their investments, portfolio companies, products, services, facilities, product methods, research and development, trade secrets and other intellectual property, systems, patents and patent applications, procedures, manuals, confidential reports, product price lists, customer lists, financial information, business plans, prospects or opportunities (including, as itapplicable, all of the foregoing information regarding the Company’s and/or the Company Managed Funds’ past, current and prospective portfolio companies); provided, however, that such term shall not be publicly available. Executive'include any information that # is or becomes generally known or available other than as a result of a disclosure by the Executive or # is or becomes known or available to the Executive on a nonconfidential basis from a source (other than the Company) that, to the Executive’s obligations under this Section with respect to any specific Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions ofknowledge, is not prohibited from disclosing such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developedExecutive by the Company, investments made by the Company, and any information provideda legal, contractual, fiduciary or other obligation to the Company by a third party under restrictions against disclosure or use by the Company or others.Company.

Proprietary Information. Executive acknowledges that during the course of his employment with the Company he will necessarily have access to and make use or to disclose Confidential Informationof proprietary information and confidential records of the Company so long as itand its affiliates. Executive covenants that he shall not be publicly available. Executive's obligations under this Section with respectduring his employment or at any time thereafter, directly or indirectly, use for his own purpose or for the benefit of any person or entity other than the Company, nor otherwise disclose to any specific Confidential Informationindividual or entity, any proprietary information, unless such disclosure is made in the good faith performance of Executive’s duties hereunder, has been authorized in writing by the Company, or is otherwise required by law. Executive acknowledges and proprietary information shall cease whenunderstands that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information”term “proprietary information” includes, but is not limited toto: # the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company,products, programs, applications, and any information provided to the Company by a third party under restrictions against disclosure or useprocesses utilized by the Company or others.any of its affiliates; # the name and/or address of any customer, vendor, distributor or supplier of the Company or any of its affiliates or any information concerning the transactions or relations of any customer, vendor, distributor or supplier of the Company or any of its affiliates with the Company or such affiliate or any of its or their partners, principals, directors, officers or agents; # any information concerning any product, technology, or procedure employed by the Company or any of its affiliates but not generally known to its or their customers, vendors, distributors, suppliers or competitors, or under development by or being tested by the Company or any of its affiliates but not at the time offered generally to customers, vendors, distributors or suppliers; # any information relating to the computer software, computer systems, pricing or marketing methods, sales margins, cost of goods, cost of material, capital structure, operating results, borrowing arrangements or business plans of the Company or any of its affiliates; # any information which is generally regarded as confidential or proprietary in any line of business engaged in by the Company or any of its affiliates; # any business plans, budgets, advertising or marketing plans; # any information contained in any of the written or oral policies and procedures or manuals of the Company or any of its affiliates; # any information belonging to customers, vendors, distributors or suppliers of the Company or any of its affiliates or any other person or entity which the Company or any of its affiliates has agreed to hold in confidence; # any inventions, innovations or improvements covered by this Agreement; # information regarding the Company’s current employees and their assigned duties and compensation; and # all written, graphic, electronic, digital, and other material relating to any of the foregoing. Executive acknowledges and understands that information that is not novel or copyrighted or patented or a trade secret may nonetheless be proprietary information. The term “proprietary information” shall not include information that is or becomes generally available to and known by the public through no direct or indirect efforts of Executive or information that is or becomes available to Executive on a non-confidential basis from a source other than the Company, any of its affiliates, or the directors, officers, employees, partners, principals or agents of the Company or any of its affiliates (other than as a result of a breach of any obligation of confidentiality).

5.4Confidential Information. As used in this Agreement, “Confidential Information” shall mean information that # is used or potentially useful in the business of the Company, the Employer or any of the Companies, # the Company, the Employer or any of the Companies treats as proprietary, private or confidential, and # is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s, the Employer’s or any of the Companies’ strategic plans, acquisition, merger or business development plans or strategies, operating procedures, systems, internal controls, infrastructure, corporate organization, human resource management, products or services, processes, marketing, customer information and data, pricing strategies and reports, memoranda, notes, records, technical data, plans, trade secrets, composition of products, research and development data, sources of supply, operating and cost data, financial information, personal information and any other information of a similar nature that is not known or made available to the public which, if misused or disclosed, could adversely affect the business of the Companies. “Confidential Information” also includes proprietary and/or confidential information of the Company’s, the Employer’s or any of the Companies’ franchisors, suppliers and business partners who may share such information with the Company, the Employer or any of the Companies pursuant to a confidentiality agreement or otherwise. The Executive agrees to treat all such franchisor, supplier or business partner information as “Confidential Information” hereunder. The foregoing restrictions on the use or to disclose Confidential Informationdisclosure of the Companyconfidential information shall continue after Executive’s employment terminates for any reason for so long as it shall not be publicly available. Executive's obligations under this Section with respect to any specific Confidential Information and proprietarythe information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known, in its entirety and without combining portions of such information obtained separately. It is understood that such Confidential Information and proprietary information of the Company include matters that Executive conceives or develops, as well as matters Executive learns from other employees of Company. Confidential Information is defined to include information: # disclosed to or known by Executive as a consequence of or through her employment with the Company; # not generally known outside the Company; and # which relates to any aspect of the Company or its business, finances, operation plans, budgets, research, or strategic development. “Confidential Information” includes, but is not limited to the Company’s trade secrets, proprietary information, financial documents, long range plans, customer lists, employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company, and any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.public.