The Company does not wish to receive from Employee any confidential or proprietary information of a third party to which Employee owes an obligation of confidence. Employee will not disclose to the Company or any of its Affiliates or use while employed by the Company or any of its Affiliates any information for which he or she is subject to an obligation of confidentiality to any former employer or other third party. Employee represents that his or her duties as an employee of the Company and Employee’s performance of this [Attachment II] do not and will not breach any agreement or duty to keep in confidence information, knowledge, or data acquired by Employee outside of Employee’s employment with the Company or any of its Affiliates.

The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive may develop Confidential Information for the Company or its Affiliates and that the Executive may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to any Person (except as required by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates), or use for his own benefit or gain, any Confidential Information obtained by the Executive incident to his employment or other association with the Company or any of its Affiliates. The Executive understands that the restriction shall continue to apply after his employment terminates, regardless of the reason for such termination. Nothing in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. The Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or # in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, the Executive may be held liable if the Executive unlawfully accesses trade secrets by unauthorized means.

You will not disclose or use at any time any Confidential Information (as defined below in Section 7(c)), whether or not such information is developed by you, except to the extent that such disclosure or use is required in the performance or exercise by you in good faith of # duties assigned to you under this letter agreement or otherwise by the Board, # rights as an employee, officer, director or shareholder of the Company or any of the Company Affiliates or

Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Company’s Confidential Information. As used herein, “Confidential Information” refers to any and 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 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, inventions, 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 public that , if misused or disclosed to a competitor, could reasonably be expected to adversely affect Company.

Company’s Confidential Information. During the course of performing Executive’s duties as a Company employee, Executive was exposed to and acquired Confidential Information. As used herein, “Confidential Information” refers to any and 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 includes, but is not limited to, Company information about or related to # any current or planned products; # research and development or investigations related to prospective products; # proprietary software, inventions, and systems; # suppliers or customers; # cost information, profits, sales information, and accounting and unpublished financial information; # business and marketing plans and methods; # any other information not generally known to the public that, if misused or disclosed to a competitor, could reasonably be expected to adversely affect the Company; # any confidential information related to any client, customer, vendor or supplier of the Company; and # financial, technical, sales, marketing, promotional, manufacturing, development and personnel information, customer and prospective customer lists, supplier and prospective supplier lists, Trade Secrets, designs, product formulations, product specifications, terms of arrangements with clients, customers, vendors or suppliers, training, service and business manuals, training courses and other training and instructional materials, other proprietary information valuable to the operation of the Company and any other information related to the Company that the Company or its affiliates considered or considers to be, and treated or treats as confidential, and all notes, analyses, compilations, summaries, extracts, studies, interpretations or other materials that contain, reflect or are based upon, in whole or in part, any such information, however recorded or preserved, whether written, maintained in the mind or memory of Executive or oral and regardless of whether or not specifically marked as confidential; provided, however, that Confidential Information does not include information that was, is now, or becomes generally available to the public (but not as a result of a breach of any duty of confidentiality by Executive).

No Party will use, copy, or disclose, or permit any unauthorized person access to, another Party’s Confidential Information, except as expressly directed by such other Party or as permitted herein.

Receiving party hereby agrees that any Confidential Information disclosed by the disclosing party # shall be maintained in a secure location, # shall not be copied without the prior written approval of the disclosing party, # shall be used by the receiving party solely to facilitate performance of Buyer’s Order, and # shall only be disclosed to the receiving party’s employees on a need-to-know basis. The receiving party shall not disclose Confidential Information to any third parties including, but not limited to, its agents, consultants, vendors, suppliers, or subcontractors, without the prior written approval of the disclosing party. In the event the disclosing party provides the receiving party with written approval to disclose Confidential Information to a third party, receiving party shall ensure all third parties are bound by terms and conditions consistent with this Section prior to receiving such information. If it becomes necessary for the receiving party to disclose Confidential Information to a third party as a result of a requirement of law or regulation, such Confidential Information may be disclosed only to the extent required by law or regulation and, if so permitted, no earlier than five (5) business days after the receiving party provides the disclosing party with written notification of the requirement for such disclosure. Unless agreed otherwise, the receiving party shall return all copies of Confidential Information provided by the disclosing party upon completion of Buyer’s Order or at any time upon the disclosing party’s request.

The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive has developed and may develop Confidential Information for the Company or its Affiliates and that the Executive has learned and may learn of Confidential Information during the course of employment. The Executive will comply with the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to any Person (except as required by applicable law or for the proper performance of her duties and responsibilities to the Company and its Affiliates), or use for her own benefit or gain, any Confidential Information obtained by the Executive incident to her employment or other association with the Company or any of its Affiliates. The Executive understands that the restriction shall continue to apply after her employment terminates, regardless of the reason for such termination. Nothing in this Agreement limits, restricts or in any other way affects the Executive’s communicating with any governmental agency or entity, or communicating with any official or staff person of a governmental agency or entity, concerning matters relevant to the governmental agency or entity. The Executive cannot be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret # in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or # in a complaint or other document filed under seal in a lawsuit or other proceeding. Notwithstanding this immunity from liability, the Executive may be held liable if the Executive unlawfully accesses trade secrets by unauthorized means.

Confidential Information. During the employment or service period and thereafter, Grantee will not disclose any Proprietary Information (as defined below) or use any Proprietary Information in any manner adverse to the best interests of Company. All information, data, documents, agreements, files, and other materials that have been or will be furnished directly or indirectly by Company or any of its representatives to Grantee, including, without limitation, trade secrets, software programs, intellectual property, data files, source code, computer chips, system designs and product designs, whether or not marked as confidential, whether furnished prior to, on or after the Grant Date, whether oral, written or electronic, and regardless of the manner in which it was or is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials prepared by Company or any of its representatives that contain, reference, reflect or are based upon, in whole or in part, any information, documents, agreements, files, and other materials so furnished to Grantee is referred to herein as “Proprietary Information”. Proprietary Information does not include, however, information that # was, is or becomes available to Grantee on a non-confidential basis from a source other than Company or any of its representatives; provided that such other source is not known by Grantee, after reasonable inquiry, to be bound by a confidentiality obligation to Company; # was, is or becomes generally available to or known by the public (other than as a result of a breach by Grantee of this Agreement); # was previously in the possession of Grantee; provided that such information is not known by Grantee, after reasonable inquiry, to be subject to another confidentiality agreement or other obligation of secrecy to Company; or # was independently developed by Grantee without use of the Proprietary Information and without violating any of his obligations under this Agreement or previously as a member of the Board. To the extent that any Proprietary Information may include materials subject to the attorney client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, Grantee agrees that the parties have a commonality of interest with respect to such matters, and it is the mutual desire, intention and understanding of the parties that the sharing of such materials was or is not intended to, and shall not, waive or diminish in any way the confidentiality of such materials or their continued protection under the attorney client privilege, work product doctrine or other applicable privilege. Accordingly, and in furtherance of the foregoing, the parties agree not to claim or contend that either party hereto has waived any attorney client privilege, work product doctrine or any other similar and applicable privilege by providing information pursuant to this Agreement.

Confidential Information. All confidential information acquired by the Authority, the County or the Board of Assessors relating to the Company, shall be held in confidence by them, subject to their legal obligations as public bodies, including, without limitation O.C.GA. § 15-18-70, et seq. and § 50-14-1, et seq. The Company and its advisors shall, prior to the execution and delivery hereof, treat the contents of this Agreement as confidential, and, without limitation, shall not disclose such contents to competing communities or States.