Duty. Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during and after the Employment Term, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidential

concerning the business or affairs of the Company that is proprietary and which rightfully belongs to the Company. Employee recognizesfurther understands and acknowledges that this Confidential Information and the Company’s ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure of the Confidential Information (as hereinafter defined) is a valuable, specialby Employee might cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages and unique asset ofcriminal penalties. Employee will not use for Employee’s own benefit, either directly or indirectly, or disclose any such Confidential information, at any time, either during or after Employee’s employment with the Company. As a result, both during and afterCompany, to any other person, other than the Employment Term, Employee shall not,Company or its employees, without the prior written consent or authorization of the Company, for any reason, either directly or indirectly divulgeCompany. Employee shall take all reasonable steps to safeguard such Confidential Information and to protect such information against disclosure, misuse, loss and theft. Employee’s obligations under this [Section 4.1] with respect to any third partyspecific Confidential Information shall cease when that specific portion of the Confidential Information becomes generally known to the public or use for Employee’s own benefitthe relevant trade or for any purposeindustry other than the exclusive benefitas a result of the CompanyEmployee’s actions or omissions. In the event Employee is required by law to make any confidential, proprietary, business or technical information or trade secretsdisclosure of Confidential Information, Employee shall promptly notify the Company, in writing, of the Company or of any subsidiary or affiliatebasis for the extent of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employmentrequired disclosure and shall cooperate with the Company. SuchCompany to preserve in full confidentiality of all Confidential Information and other proprietary rights.

Protections and Obligations. Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, specialspecial, and unique asset of Company such that the unauthorized disclosure or use by unauthorized persons would cause irreparable damage to the business of Company. As a result,In recognition of the foregoing, Employee acknowledges and agrees that the Confidential Information is, and shall at all times remain, the sole and exclusive property of Company. Employee further agrees that both during and after the Employment Term,term of this Agreement, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulgenot disclose to any third partyanyone or use for Employee’s own benefit or for any purpose other than the exclusive benefitany Confidential Information of theCompany, except as expressly authorized by Company. Employee further agrees that, upon termination of this Agreement, Employee will promptly return to Company any confidential, proprietary, business or technical information or trade secrets of the Company orall documents, computer disks and files, and records of any subsidiary or affiliate of the Company (“kind, in any medium, which contain any Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such ConfidentialInformation, including any and all copies thereof.

Confidential Information. Employee recognizes and acknowledges that he will occupy a position of trust and confidence and will have access to and learn substantial information about the Confidential Information (as hereinafter defined)Company and its respective affiliates and their operations that is a valuable, specialconfidential or not generally known in the industry including, without limitation, information that relates to purchasing, sales, customers, marketing, and unique asset of the Company. As a result, both duringfinancial positions and after the Employment Term, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefitfinancing arrangements of the Company anyand its respective affiliates. Employee agrees that all such information is proprietary or confidential, proprietary, business or technical information orconstitutes trade secrets and is the sole property of the Company and/or its respective affiliates, as the case may be. Employee will keep confidential and will not reproduce, copy or disclose to any other person or firm, any such information or any documents or information relating ​'s or its respective affiliates' methods, processes, customers, accounts, analyses, systems, charts, programs, procedures, correspondence or records, or any other documents used or owned by the Company or any of its respective affiliates, nor will Employee advise, discuss with or in any subsidiaryway assist any other person, firm or affiliateentity in obtaining or learning about any of the Company (“Confidential Information”) revealed, obtaineditems described in this section. Accordingly, Employee agrees that during the Employment Term and at all times thereafter Employee will not disclose, or developed inpermit or encourage anyone else to disclose, any such information, nor will Employee utilize any such information, either alone or with others, outside the coursescope of Employee’Employee's employmentduties and responsibilities with the Company. Such ConfidentialCompany and its respective affiliates.

Confidential Information. Employee recognizes and acknowledges that as a consequence of his or her employment with the ConfidentialCompany proprietary and confidential information relating to the Company’s business may be, or have been, disclosed to or developed or acquired by the Employee which is not generally known to the trade or the general public and which is of actual or potential value to the Company (“Proprietary Information”). Such Proprietary Information (as hereinafter defined)includes, without limitation, information about trade secrets, inventions, patents, licenses, research projects, costs, profits, markets, sales, customer lists, proprietary computer programs, proprietary records, and proprietary software; plans for future development, and any other information not available to the trade or the general public, including information obtained from or developed in conjunction with a third party that is subject to a valuable, specialconfidentiality or similar agreement between the Company and unique asset ofsuch third party. The Employee acknowledges and agrees that his or her relationship with the Company. As a result, bothCompany with respect to such Proprietary Information has been and shall be fiduciary in nature. Consequently, during the remainder of, and afterafter, his or her employment by the Employment Term,Company, the Employee shall not, withoutnot use any Proprietary Information for his or her own benefit, or for the prior written consentbenefit of the Company, for any reason, either directlyother person or indirectly divulge to any third party or use for Employee’s own benefitentity or for any other purpose whatsoever other than the exclusive benefitperformance of his or her work for the Company, and the Employee shall maintain all such information in confidence and shall not disclose any thereof to any person other than employees of the Company authorized to receive such information. This obligation is in addition to any confidential, proprietary, businesssimilar obligations the Employee may have pursuant to any other agreement, statute or technicalcommon-law. Nothing herein, however, shall preclude the Employee from describing his or her duties with the Company in future job interviews. After the fifth anniversary of the end of the Employee’s employment by the Company, the term Proprietary Information shall be limited to information orconstituting trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidential

Nondisclosure. Employee recognizes and acknowledges that in the course of providing services to the Company, Employee will have access to confidential information. Confidential Information (as hereinafter defined)information includes, but is a valuable, specialnot limited to, information about either the Company’s clients, the terms and uniqueconditions under which the Company or its affiliates deals with clients, pricing information for the purchase or sale of assets, customer lists, research materials, manuals, computer programs, formulas for analyzing asset portfolios, techniques, data, marketing plans and tactics, technical information, lists of asset sources, the processes and practices of the Company, all information contained in electronic or computer files, all financial information, salary and wage information, and any other information that is designated by the Company or its affiliates as confidential or that Employee knows is confidential, information provided by third parties that the Company or its affiliates are obligated to keep confidential, and all other proprietary information of the Company or its affiliates. Employee acknowledges that all confidential information is and shall continue to be the exclusive property of the Company or its affiliates, whether or not prepared in whole or in part by Employee and whether or not disclosed to or entrusted to Employee in connection with service for the Company. As a result, both during and after the Employment Term, Employee shall not,agrees not to disclose confidential information, directly or indirectly, under any circumstances or by any means, to any third persons without the prior written consent of the Company,Company. Employee agrees that he will not copy, transmit, reproduce, summarize, quote, or make any commercial or other use whatsoever of confidential information, except as may be necessary to perform work done by Employee for any reason, either directlythe Company. Employee agrees to exercise the highest degree of care in safeguarding confidential information against loss, theft or indirectly divulgeother inadvertent disclosure and agrees generally to any third partytake all steps necessary or use for Employee’s own benefit or for any purpose other thanrequested by the exclusive benefitCompany to ensure maintenance of the Company any confidential, proprietary, business or technical information or trade secretsconfidentiality of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidentialconfidential information.

The Employee recognizes and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during and after the Employment Term, Employee shall not,agrees that, without the prior written consent of the Company, forhe or she shall not, during his or her employment with the Company or at any reason, either directly or indirectlytime thereafter, divulge to any third partyanyone, or use for Employee’s own benefit or for any purposeanyone other than Company’s benefit, any Confidential Information, unless such Confidential Information shall be in the exclusive benefitpublic domain in a reasonably integrated form through no fault of the Company any confidential, proprietary, businessEmployee. The Employee further agrees # to take all reasonable precautions to protect from loss or technical information or trade secretsdisclosure of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such ConfidentialInformation and all documents, notebooks, materials and

Confidential Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during and after the Employment Term,Subject to paragraph 5, Employee shall not, without the prior written consent of the Company, for any reason, eitherwill not disclose to anyone or use, directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the courseindirectly, after termination of Employee’s employment with the Company, any Confidential Information of the Company, except with the written consent of the Company. Such“Confidential Information” is defined herein to mean trade secrets, know-how, and other information, not generally known, relating to the Company's business which was disclosed to Employee or with which Employee became familiar during Employee’s term of employment with the Company (including information conceived, originated, discovered or developed in whole or in part by Employee). “Confidential Information” includes information relating to the Company's business practices and prospective business interests, including, but not limited to, customer lists, forecasts, business and strategic plans, financial and sales information, products, processes, equipment, manufacturing operations, marketing programs, research, product development, engineering, computer systems and software, and personnel records. This obligation shall continue until such Confidential Information becomes generally known to the public without participation on Employee’s part.

The Employee recognizes and acknowledgesagrees that theall Confidential Information (as hereinafter defined)that comes or has come into his possession by reason of his employment hereunder is a valuable, special and unique assetthe property of the Company. As a result, both duringEmployer and after the Employment Term, Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of the Company any confidential, proprietary, business or technical information or trade secrets of the Company or of any subsidiary or affiliate of the Company (“Confidential Information”) revealed, obtained or developednot be used except in the course of Employee’employment by Employer and for Employer’s exclusive benefit. Further, the Employee shall not, during his employment withor thereafter, disclose or acknowledge the Company. Suchcontent of any Confidential Information to any Person who is not an employee of Employer authorized to possess such Confidential Information. Upon termination of employment, the Employee shall deliver to Employer all documents, writings, electronic storage devices, and other tangible things containing any Confidential Information and the Employee shall not make or retain copies, excerpts, or notes of such information.

In the course of Employee's employment by the Company, Employee recognizeswill have access to and acknowledges that the Confidential Information (as hereinafter defined) is a valuable, specialpossession of valuable and unique assetimportant confidential or proprietary data or information of the Company. AsEmployee will not, during Employee's employment by the Company or at any time thereafter, divulge or communicate to any person, nor shall Employee direct any other employee, representative or agent of the Company to divulge or communicate to any person or entity (other than to a result, both duringperson or entity bound by confidentiality obligations similar to those contained herein and afterother than as necessary in performing Employee’s duties hereunder) or use to the Employment Term, Employee shall not, without the prior written consentdetriment of the Company, for any reason, either directly or indirectly divulge to any third party or use for Employee’s own benefit or for any purpose other than the exclusive benefit of any other person or entity, including, without limitation, any competitor, supplier, licensor, licensee or customer of the Company, any of such confidential or proprietary data or information or make or remove any copies thereof, whether or not marked or otherwise identified as “confidential” or “secret.” Employee shall take all reasonable precautions in handling the confidential or proprietary data or information within the Company to a strict need-to-know basis and shall comply with any confidential, proprietary, business or technical information or trade secrets ofand all security systems and measures adopted from time to time by the Company to protect the confidentiality of confidential or of any subsidiaryproprietary data or affiliate of the Company (“Confidential Information”) revealed, obtained or developed in the course of Employee’s employment with the Company. Such Confidentialinformation.