Proprietary Information Agreement. Prior to the date hereof, Executive has signed the Company’s Proprietary Information and Invention Assignment Agreement (“Proprietary Information Agreement”) and delivered such signed Proprietary Information Agreement to the Company.

Proprietary Information. During the Employment Term and thereafter, Executive shall not, without the prior written consent of the Board, disclose or use for any purpose (except in the course of her employment under this Agreement and in furtherance of the business of the Company Entities) any confidential information or proprietary data of any Company Entity, including without limitation, any information or data regarding the Company’s results of operations, financial condition, financial methods, or the Company’s business methods, ideas, plans or strategies. As an express condition of Executive’s employment with the Company, Executive agrees to execute a Confidentiality and Intellectual Property Assignment Agreement in the form attached hereto as Exhibit A, and any such additional confidentiality agreements as requested by the Company.

Proprietary Information. [[Mr. Roberts:Person]] acknowledges that during the course of his employment with the Company he will necessarily have access to and make use of proprietary information and confidential records of the Company and its affiliates. [[Mr. Roberts:Person]] covenants that he shall not during his employment by the Company or its affiliates 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, any proprietary information to any individual or entity, unless such disclosure has been authorized in writing by the Company or is otherwise required by law. [[Mr. Roberts:Person]] acknowledges and understands that the term “proprietary information” includes, but is not limited to: # the software products, programs, applications, and processes utilized by the Company or any of its affiliates; # the name and/or address of any customer or vendor of the Company or any of its affiliates or any information concerning the transactions or relations of any customer or vendor 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 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 or vendors; # 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 or vendors 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; and # all written, graphic and other material relating to any of the foregoing. [[Mr. Roberts:Person]] acknowledges and understands that information that is not novel or copyrighted or patented may nonetheless be proprietary information. The term “proprietary information” shall not include information generally available to and known by the public or information that is or becomes available to [[Mr. Roberts:Person]] on a non­confidential 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).

Proprietary Information. During the term of employment, Employee shall disclose immediately to the Company all ideas, inventions, and business plans that Employee makes, conceives, discovers, develops, or reduces to practice at any time during the course of Employee’s employment with the Company, either alone or jointly with others, including but not limited to any including, but not limited to, any inventions, ideas, improvements, discoveries, methods, developments, designs, software, processes, products, and procedures (whether or not protectable upon application by patent, copyright, trademark, trade secret, or other proprietary rights) (collectively, “Work Product”), that # relate directly or indirectly to the Company’s business or the business of any client or supplier of the Company or any of the products or services being developed, manufactured, sold, or otherwise provided by the Company or that may be used in relation therewith, or # result from any tasks assigned to Employee by the Company, or # result from the use of the premises or personal property (whether tangible or intangible) owned, leased, licensed, or otherwise contracted for by the Company. Employee agrees that any Work Product shall be the exclusive property of the Company and, if subject to copyright, shall be “work made for hire” under the meaning of the U.S. Copyright Act of 1976, as amended (the “Act”). If and to the extent the Work Product is found as a matter of law not to be “work made for hire” within the meaning of the Act, Employee hereby expressly assigns to the Company or its subsidiaries, as appropriate, its successors, assign, or nominees, Employee’s entire right, title, and interest in and to any Work Product, and all copies thereof and all intellectual property rights therein without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of Employee. Employee shall communicate promptly and disclose to the Company, in such form as the Company requests, all information, details, and data pertaining to the Work Product. Whether during the term of this Agreement or after, Employee will, at the Company’s request and expense (including reimbursement of Employee’s expenses and, if Employee is no longer in the employ of the Company, reasonable per diem compensation to Employee), fully cooperate with the Company and its authorized agents in securing, enforcing, and otherwise protecting throughout the world the Company’s interests in such Work Product, including, without limitation, by # executing such documents evidencing the Company’s ownership and Employee’s assignment of the foregoing rights, as may be deemed necessary by the Company to grant or evidence such ownership and rights and # assisting in defending any opposition proceedings, petitions for revocation, or applications for similar revocation in respect of any such rights.

DEFINITION “Proprietary Information” as used herein shall mean all or any portion of only the: # written, recorded, graphical or other information in tangible form disclosed during the term of this Agreement, by one party to the other party which is labeled “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest therein of the disclosing party; # oral information which is disclosed by one party to the other party to the extent it is identified as “Proprietary” or “Confidential” at the time of oral disclosure, is reduced to written or other tangible form within thirty (30) days of oral disclosure, and such written or tangible form is labeled “Proprietary”, “Confidential”, or with a similar legend denoting the proprietary interest therein of the disclosing party; and # models and other devices delivered or disclosed, during the Term of this Agreement, by one party to the other party which have been identified in writing at the time of disclosure as being proprietary to the disclosing party; and provided further, however, Proprietary Information shall not include any data, information or device that is: # in the possession of the receiving party prior to its disclosure by the disclosing party and not subject to other restriction on disclosure; # independently developed by the receiving party; # publicly disclosed by the disclosing party; # rightfully received by the receiving party from a third party without restrictions on disclosure; # approved for unrestricted release or unrestricted disclosure by the disclosing party; or # produced or disclosed pursuant to applicable laws, regulations or court order, provided the receiving party has given the disclosing party prompt notice of such request so that the disclosing party has an opportunity to defend, limit or protect such production or disclosure.

Proprietary Information. Seller is the sole owner, or is exclusively licensed to use, free and clear of any Liens or Third Party Rights, all Proprietary Information used in or necessary for the conduct of its business as so far conducted. There are no claims or demands pending by any other person pertaining to any of such Proprietary Information nor is there a claim or demand threatened, and no proceedings have been instituted or threatened which challenge the rights of Seller with respect to such Proprietary Information and Seller there is no basis for such claim.

Proprietary Information. As used in this Agreement, the term “Proprietary Information” shall mean all information (whether or not patentable and whether or not copyrightable) owned, possessed or used by the Company, including, without limitation, any invention, discovery, development, vendor information, customer information, apparatus, equipment, trade secret, process, patent application, patent positioning, patent strategy, research, report, technical data, know-how, computer program, software, software documentation, hardware design, technology, marketing or business plan, forecast, unpublished financial statement, budget, license, price, cost, employee list, Company books and records, contents of discussions at meetings of the Company’s Board of Directors, confidential memoranda and lists of participants in any project involving the Company’s products or proposed products, in each case, that is communicated to, learned of, developed or otherwise acquired by Observer in connection with his attendance at one or more meetings of the Company’s Board of Directors. In addition, the term “Proprietary Information” shall be deemed to include the portion of any notes, analyses, compilations, studies, interpretations, memoranda or other documents prepared by Observer which contain, reflect or are based upon, in whole or in part, any Proprietary Information furnished to Observer pursuant hereto. Notwithstanding the foregoing, “Proprietary information” shall not include “Confidential Information” as defined in the Consulting Agreement, which “Confidential Information” shall be governed by and subject to the terms of the Consulting Agreement.

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.

Proprietary Information. Smathers acknowledges that he will continue to abide by the obligations under his proprietary information agreement, including but not limited to, his obligation to refrain from unauthorized use or disclosure of ​’s proprietary information. A copy of that agreement is attached hereto as [Exhibit A].

Proprietary Information Assignment. Seller shall deliver to Purchaser dully executed assignment and transfer deeds, as the case may be, necessary to effect the transfer of the Proprietary Information to the Purchaser, substantially in the form attached as [Schedule 3.2.1(iv)] hereto (“Deeds”), 3.2.2. The Purchaser shall deliver to the Seller the following documents or cause the following actions to be completed: