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].

“Confidential Information” as used in this Order shall mean all such information that is or has been disclosed by either the Buyer or Seller in connection with this Order (the Disclosing Party”) # in writing or by email or other tangible electronic storage medium and is clearly marked “Confidential” or “Proprietary,” or # orally or visually, and then followed within ten (10) working days thereafter with a disclosure complying with the requirements of [clause (i) above]. The party receiving the Confidential Information (the “Receiving Party”) shall keep confidential the Confidential Information and shall not divulge, directly or indirectly, such Confidential Information for the benefit of any third party without the Disclosing Party’s prior written consent. Except as required for the efficient performance of this Order, neither party shall use the other party’s Confidential Information or make or permit copies to be made of such Confidential Information without the Disclosing Party’s prior written consent. If any reproduction of the Confidential Information is made with such prior written consent, notice of the restrictions on disclosure, use and reproduction referred to above shall be provided thereon. Notwithstanding the foregoing, any information disclosed by the Disclosing Party shall not be regarded as Confidential Information if such information: # is or becomes generally available to the public other than as a result of disclosure by the Receiving Party; # was available on a non-confidential basis prior to its disclosure to the Receiving Party; # is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party when such source is not, to the best of the Receiving Party’s knowledge, subject to a confidentiality obligation with the Disclosing Party, or # was independently developed by the Receiving Party without reference to the Confidential Information, and the Receiving Party can verify the development of such information by written documentation. Upon completion or termination of this Order, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, any copies thereof, any materials incorporating any such Confidential Information and any copies thereof. Neither party shall make any announcement, take or release any photographs (except for its internal operation purposes for manufacture and assembly of goods) or release any information concerning this Order or with respect to its business relationship with the other party, to any third party, member of the public, press, business entity or any official body except as required by applicable law, rule, regulation, injunction or administrative order, without the other party’s prior written consent. Notwithstanding the foregoing, the Seller shall be permitted to disclose the Supply Agreement and/or any Appendices thereto and related agreements and Orders to current and potential investors, stockholders and lenders that have agreed in writing to maintain the confidentiality of such documents and that have entered into at least a non-binding agreement with Seller or any if its Affiliates to provide financing to Seller or any of its Affiliates or to acquire all or any portion of the Seller’s or any of its Affiliates’ capital stock, assets or business; provided, however, that Seller shall provide written notice to Buyer of such disclosure within fourteen (14) days of entering into such a non-binding agreement and shall use commercially reasonable efforts to provide for GE as a third party beneficiary of the written agreement by the potential investors, stockholders and lenders to maintain the confidentiality of such documents.

CONFIDENTIAL OR PROPRIETARY INFORMATION AND PUBLICITY. Seller shall keep confidential any: # any other tangible or intangible property furnished by Buyer in connection with this Order, including any drawings, specifications, data, goods and/or information; # technical, process, proprietary or economic information derived from drawings or [[Unknown Identifier]] or other models owned or provided by Buyer; and # any other tangible or intangible property furnished by Buyer in connection with this Order, including any drawings, specifications, data, goods and/or information (the “Confidential Information”) and shall not divulge, directly or indirectly, the Confidential Information for the benefit of any other party without Buyer’s prior written consent. Confidential Information shall also include any notes, summaries, reports, analyses or other material derived by Seller in whole or in pari from the Confidential Information in whatever form maintained (collectively, “Notes”). Except as required for the efficient performance of this Order, Seller shall not use or permit copies to be made of the Confidential Information without Buyer’s prior written consent If any such reproduction is made with prior written consent, notice referring to the foregoing requirements shall be provided thereon. The restrictions in Ibis Section regarding the Confidential information shall be inoperative as to particular portions of the Confidential Information disclosed by Buyer to Seller if such information: # is or becomes generally available to the public other than as a result of disclosure by Seller; # was available on a non-confidential basis prior to its disclosure to Seller; # is or becomes available to Seller on a non-confidential basis from a source other than Buyer when such source is not, to the best of Seller’s knowledge, subject to a confidentiality obligation with Buyer, # was independently developed by Seller, without reference to the Confidential Information, and Seller can verify the development of such information by written documentation or # is required to be disclosed by applicable law, rule, injunction or administrative order provided Seller first gives Buyer prompt written notice and the opportunity to seek a protective order prior to the disclosure. Upon completion or termination of this Order, Seller shall promptly return to Buyer all Confidential Information, including any copies thereof, and shall destroy (with such destruction certified in writing by Seller) all Notes and any copies thereof. Any knowledge or information, which Seller shall have disclosed or may hereafter disclose to Buyer and which in any way relates to the goods or services purchased under ibis Order (except to the extent deemed to be Buyer’s property or Seller’s and its Affiliates’ intellectual property as set forth in Section 4), shall not be deemed to be confidential or proprietary and shall be acquired by Buyer free from any restrictions (other than a claim for infringement) as part of the consideration for this Order, and notwithstanding any copyright or other notice thereon, Buyer shall have (he right to use, copy, modify and disclose the same as it sees fit. Seller shall not make any announcement, take or release any photographs (except for its internal operation purposes for the manufacture and assembly of the goods), or release any information concerning this Order or any part thereof or with respect to its business relationship with Buyer, to any third party, member of the public, press, business entity, or any official body except as required by applicable law, rule, injunction or administrative order without Buyer’s prior written consent. Seller may allow third parties into the finishing bay of Seller’s production facility and make shared use of such finishing bay for goods and services provided to Buyer under this Order provided Seller does so without breaching any of its confidentiality obligations as set forth in this Agreement.

Confidential Information. The Participant recognizes that by virtue of his or her service with the Company Group, he or she will be granted otherwise prohibited access to confidential information and proprietary data which are not known, and not readily accessible to the Company Group’s competitors. This information (the “Confidential Information”) includes, but is not limited to, identity of current and prospective customers; identity of key contacts at such customers; customers’ particularized preferences and needs; pricing, length and other terms of customer contracts; marketing strategies and plans; financial data; personnel data; compensation data; proprietary procedures and processes; and other unique and specialized practices, programs and plans of the Company Group and their respective customers and prospective customers. The Participant recognizes that this Confidential Information constitutes a valuable property of the Company Group, developed over a significant period of time and at substantial expense. Accordingly, the Participant agrees that he or she shall not, at any time during or after his or her service with the Company Group, divulge such Confidential Information or make use of it for his or her own purposes or the purposes of any person or entity other than the Company Group.

Confidential Information. Executive acknowledges that in the course of her employment with the Company, she has had access to Confidential Information. “Confidential Information” includes but is not limited to information not generally known to the public, in spoken, printed, electronic or any other form or medium relating directly or indirectly to: business processes, practices, policies, plans, documents, operations, services and strategies; contracts, transactions, and potential transactions; negotiations and pending negotiations; proprietary information, trade secrets and intellectual property; supplier and vendor agreements, strategies, plans and information; financial information and results, accounting information and records; legal strategies and information; marketing plans and strategies; pricing strategies; personnel information and staffing and succession planning practices and strategies; internal controls and security policies, strategies and procedures; and/or other confidential business information that she has learned, received or used at any time during her employment with Patterson whether or not such information has been previously identified as confidential or proprietary.

Confidential Information. “Confidential Information” shall mean all information relating to Company’s or Provider’s business or business plans, including but not limited to suppliers, customers, prospective customers, contractors, clinical data, the content and format of various clinical and medical databases, utilization data, cost and pricing data, disease management data, software products, programming techniques, data warehouse and methodologies, all proprietary information, know-how, trade secrets, technical and non-technical materials, products, specifications, processes, sales and marketing plans and strategies, designs, and any discussions and proceedings relating to any of the foregoing, whether disclosed in oral, electronic, visual, written or any other form, disclosed to the other Party. Confidential Information includes, without limitation, the terms and conditions of this Agreement and any SOW. Company shall own any Confidential Information generated by Company or Provider in the course of the Services, only to the extent such Confidential Information is entirely unique to Company or Company products, including but not limited to data regarding and use of Company products. Confidential Information shall not include information which is: # known to a Party or its Personnel which have been reduced to writing prior to disclosure by the Party and that are not subject to another obligation of secrecy; # hereafter lawfully obtained from other sources on a non-confidential basis; or # otherwise generally available to the public, absent any breach of this Section 11 by the Party.

Each Recipient agrees to use the Discloser’s Confidential Information only for the purposes of the Research Project and/or this Agreement, unless otherwise expressly agreed to in writing by the Discloser.

Confidential Information. Consultant agrees to hold the Company’s or Confidential Information in strict confidence and not to make the Company Proprietary or Confidential Information available in any form to any third party or to use it for any purpose other than as specified in this Agreement.

Confidential Information. CEO recognizes the interests of USPB and its Affiliates in maintaining the confidential nature of its respective proprietary information. CEO shall not, during the Term or at any time after the termination of employment with the USPB, in any manner that does not promote the interests of USPB and its Affiliates, directly or indirectly, publish, disclose or use, or authorize anyone else to publish, disclose or use, any secret, confidential or proprietary information of USPB, or its Affiliates which USPB and its Affiliates intend to be maintained as confidential information that is in the public domain through no fault of CEO, which is information acquired by CEO in connection with CEO's employment with USPB or work with the USPB prior to the date of this agreement and relates to any aspect of the operations, activities, research, investigations or obligations of USPB, or its Affiliates, including confidential material or information relating to the business, customers, suppliers, trade or industrial practices, trade secrets, technology, know-how or intellectual property of USPB and its Affiliates (collectively, the "Confidential Information"). Confidential Information does not include all records, files, data, documents and the like relating to suppliers, customers, costs, prices, systems, methods, personnel, equipment and other materials relating to USPB, or the its Affiliates (including, but not limited to, the Confidential Information), shall be and remain the sole property of USPB or its Affiliates. Any disclosure of Confidential Information by the CEO shall include appropriate protection for the type of information to protect USPB's interests in the Confidential Information. Upon termination of CEO's employment with USPB, CEO shall not remove from USPB's premises, or retain, any of the Confidential Information materials described in this Section.

Executive agrees and acknowledges that all non-public or proprietary information regarding the Company Group, whether or not maintained in written form and whether in digital, hardcopy, or other format, including all personal information, personnel information, financial data, investment data, commercial data, trade secrets, business plans, business models, cost and pricing information, organizational structures and models, blueprints, business strategies, strategies, internal controls, risk management, security procedures, internal industry studies, research and development efforts, marketing plans, information and materials, processes, inventions, devices, training manuals, computer programs, analytical models, templates and agreements, and all other non-public, proprietary or confidential information, concerning or provided by or on behalf of the Company Group, including information regarding any actual or prospective business opportunities, employment opportunities, finances, investments, other proprietary information and trade secrets, including, in each case, such information, observations and data obtained prior to the date of this Agreement concerning the business or affairs of any member of the Company Group or their predecessors (collectively, “Confidential Information”) are the property of such entity and Executive agrees that such entity has a protectable interest in such Confidential Information. Therefore, Executive agrees that Executive shall not (during the Employment Period or at any time thereafter) disclose to any Person or use any such Confidential Information without the prior written consent of the Board unless and to the extent that the aforementioned matters: # become or are generally known to and available for use other than as a result of Executive’s acts or omissions in breach of this Agreement, # are required to be disclosed by judicial process or law (provided that Executive, if possible under the circumstances, shall give prompt advance written notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment), or ((c) are in furtherance of Executive’s good faith performance of duties in respect of Executive’s employment with or service to any member of the Company Group in accordance with Company Group policy or applicable directive. Upon termination of this Agreement for any reason whatsoever, or at any time requested by the Company, Executive shall promptly deliver or cause to be delivered to the Company any and all Company property, including keys and keycards, computers, personal data assistants, cell phones, software, documents, manuals, records, notebooks and similar materials, including any copies thereof, regardless of whether such items constitute or contain Confidential Information (and not retain or otherwise have access to, including via any removable storage or file hosting service). Executive shall provide all passwords and locations of Confidential Information that are not located on the Company’s computers or servers. Executive shall not retain any Confidential Information on Executive’s personal computer, portable memory devices, phone or tablets following Executive’s Termination Date and shall make all personal devices readily available upon request by any member of the Company Group for the removal of Confidential Information. If Executive becomes aware of Confidential Information on any of Executive’s personal devices, including the devices listed in the prior sentence, the Executive shall promptly notify the Board of such Confidential Information and shall follow the instructions of the Board. Executive shall only destroy Confidential Information (or copies thereof) at the direction of the Board and in the manner provided by the Board.