Recognition of Company’s Rights. Executive will not, at any time, without the Company’s prior written permission, either during or after his employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of Executive’s duties as an employee of the Company. Executive will cooperate with the Company and use his best efforts to prevent the unauthorized disclosure of all Proprietary Information. Executive will deliver to the Company all copies and other tangible embodiments of Proprietary Information in his possession or control upon the earlier of a request by the Company or termination of Executive’s employment.

Recognition of Company’s Rights. Executive will not, at any time, without the Company’s prior written permission, either during or after the Executive’s employment, disclose any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of Executive’s duties as an employee of the Company. Executive will cooperate with the Company and use best efforts to prevent the unauthorized disclosure of all Proprietary Information. Executive will deliver to the Company all copies and other tangible embodiments of Proprietary Information in the Executive’s possession or control upon the earlier of a request by the Company or termination of Executive’s employment.

Recognition of Company’s Rights. I will not, at any time, without the Company’s prior written permission, either during or after my employment, disclose or transfer any Proprietary Information to anyone outside of the Company, or use or permit to be used any Proprietary Information for any purpose other than the performance of my duties as an employee of the Company. I will cooperate with the Company and use my best efforts to prevent the unauthorized disclosure of all Proprietary Information. I will deliver to the Company all copies and other tangible embodiments of Proprietary Information in my possession or control upon the earlier of a request by the Company or termination of my employment.

Confidentiality of Company Proprietary Information. Except as the Executive reasonably and in good faith determines to be required in the faithful performance of the Executive’s duties hereunder or in accordance with Section 6(h), the Executive shall, during the Term and thereafter, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for the Executive’s own benefit or the benefit of any other Person, any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any other Person, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for the Executive’s benefit or the benefit of any other Person, any Proprietary Information after the date of termination of employment will continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The Parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company, any successor or assignee of the Company.

Covenant Not to Disclose. The Executive agrees that, by virtue of the performance of the normal duties of his position with the Company and by virtue of the relationship of trust and confidence between the Executive and the Company, he possesses certain data and knowledge of operations of the Company which are proprietary in nature and confidential, and which are critical to the continued success of the Company. The Executive covenants and agrees that, except as authorized by the Company, he will not, at any time during the Employment Period or after termination of employment for any reason, reveal to any person or entity (other than the Company) or use for his own account or the account of any person or entity (other than the Company), any confidential or proprietary information whatever of the Company whether or not obtained with the knowledge and permission of the Company and whether or not developed, devised or otherwise created in whole or in part by the efforts of the Executive. Executive acknowledges that the Company is in a highly competitive business, and that disclosure of any of the Company’s confidential or proprietary information would be detrimental to the Company, its employees, and its shareholders. The confidential or proprietary information of the Company includes, but is not limited to, technology, discoveries, processes, test results, sales and marketing information, customer names and information, customer lists, trade secrets, pricing policies, bid amounts and bid strategies, and financial information; provided that information that is already in the public domain (other than as a result of the Executive’s breach of this Section 7 or any breach of other confidentiality obligations by third parties) shall not be confidential or proprietary information of the Company. In the event that the Executive is legally required, based on the written opinion of outside legal counsel, to disclose any confidential or proprietary information of the Company, the Executive will give the Company prompt written notice of such requirement so that the Company may seek an appropriate protective order or other remedy and the Executive will cooperate with the Company to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Executive will furnish only that portion of the confidential or proprietary information of the Company that is legally required to be disclosed, based on the written opinion of outside legal counsel, and use his best efforts, at the Company’s sole cost and expense, to obtain assurances that confidential treatment will be accorded to such information.

Executive, both during and after employment or engagement with the Company, shall not disclose or use any Proprietary Property or Confidential Information except in the course of carrying out authorized activities on behalf of the Company or except as expressly authorized by the Company in writing. Executive may, however, use or disclose Confidential Information that:

Rights of Others. Executive understands that the Company is now and may hereafter be subject to nondisclosure or confidentiality agreements with third persons that require the Company to protect or refrain from use or disclosure of proprietary information. Executive agrees to be bound by the terms of such agreements in the event Executive has access to such proprietary information. Executive understands that the Company strictly prohibits Executive from using or disclosing confidential or proprietary information belonging to any other person or entity (including any employer or former employer), in connection with Executive’s employment. In addition, Executive agrees not to bring any confidential information belonging to any other person or entity onto Company premises or into Company workspaces.