Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean all proprietary information or knowledge belonging to the Company including, but not limited to business plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidences of the Company. Notwithstanding anything to the contrary contained in the preceding sentence, Confidential Information shall not include information that is or becomes generally available to the public or other than as a result of a disclosure by the Executive or a representative of the Executive. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executive and whether or not disclosed to or entrusted to the custody of the Executive. The Executive agrees that upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.

Confidential Information. For purposesExecutive agrees that all aspects of this Agreement, the term “Confidential Information” shall mean all proprietary information or knowledge belonging to the CompanyCompany's business, products, prospects, plans and strategies that have not been publicly disclosed, including, but not limited to, the identities, needs and preferences of its customers, internal business operations and pricing information, manufacturing know-how, technical attributes of products, annual or strategic business plans or analyses, and any and all other trade secrets (collectively, "Confidential Information"), are confidential and secret, shall be maintained in confidence and not disclosed to business plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidencesany third party, and shall remain the exclusive property of the Company. Notwithstanding anything to the contrary contained in the preceding sentence,Any Confidential Information shall not include information that ismay be used or becomes generally available to the public or other than as a result of a disclosuredisclosed by the Executive solely to discharge his obligations hereunder, and shall not be used or disclosed for any other purpose, including, without limitation, for any purpose whatsoever following termination of Executive's employment. All Confidential Information in tangible form that is provided to the Executive shall be returned by the Executive to the Company within 30 days of any termination of employment, together with a representative ofstatement certifying: # that Executive has returned all Confidential Information in his possession, # that Executive has at all times maintained the Executive. The Executive acknowledges that allconfidential nature of the Confidential Information isInformation, and shall continue to be the exclusive proprietary property# that Executive confirms his continuing obligations of the Company, whether or not prepared in whole or in part by the Executive and whether or not disclosed to or entrusted to the custody of the Executive. The Executive agrees that upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether anyconfidentiality under this Agreement following such documents constitute Confidential Information.termination.

CONFIDENTIAL INFORMATION. The Company agrees that during the course of and in connection with the Executive’s employment with the Company, the Company will provide and the Executive agrees to accept access to and knowledge of Confidential Information. For purposesInformation (as hereafter defined). Confidential Information may include but is not limited to business decisions, plans, procedures, strategies and policies, legal matters affecting the Company and its Subsidiaries and their respective businesses, personnel, customer records information, trade secrets, bid prices, evaluations of bids, contractual terms and arrangements (prospective purchases and sales), pricing strategies, financial and business forecasts and plans and other information affecting the value or sales of products, goods, services or securities of the Company or its Subsidiaries, and personal information regarding employees (collectively, the “Confidential Information”). The Executive acknowledges and agrees the Confidential Information is and shall remain the sole and exclusive property of the Company or such subsidiary. The Executive shall not disclose to any unauthorized person, or use for the Executive’s own purposes, any Confidential Information without the prior written consent of the Board, which consent may be withheld by the Board at its sole discretion, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of the Executive’s acts or omissions. The Executive agrees to maintain the confidentiality of the Confidential Information after the termination of the Executive’s employment; provided, further, that if at any time the Executive or any person or entity to which the Executive has disclosed any Confidential Information becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the Executive shall provide the Company with prompt, prior written notice of such requirement so the Company, in its sole discretion, may seek a protective order or other appropriate remedy and/or waive compliance with the terms hereof. In the event that such protective order or other remedy is not obtained or the Company waives compliance with the provisions hereof, the Executive shall ensure that only the portion of the Confidential Information which the Executive or such person is advised by written opinion of the Company’s counsel that the Executive is legally required to disclose is disclosed, and the Executive further covenants and agrees to exercise reasonable efforts to obtain assurance that the recipient of such Confidential Information shall not further disclose such Confidential Information to others, except as required by law, following such disclosure. In addition the Executive covenants and agrees to deliver to the Company upon termination of this Agreement, and at any other time as the term “Confidential Information” shall meanCompany may request, any and all proprietary information or knowledge belonging toproperty of the Company including, but not limited to businessto, keys, computers, credit cards, company car, memoranda, notes, plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidences of the Company. Notwithstanding anything to the contrary contained in the preceding sentence,records, reports, computer tapes, printouts and software, Confidential Information shall not include information that is or becomes generally available to the public orin any form whatsoever, and other than as a result of a disclosure by the Executive or a representative of the Executive. The Executive acknowledges that all of the Confidential Information isdocuments and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executivedata (and copies thereof) and whether or not disclosed to or entrusted to the custody of the Executive. The Executive agrees that upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or returnrelating to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business,any subsidiary which he may then possess or have withinunder his control or to which the Executive’s control, regardlessExecutive had access to or possession of whether anyin the course of such documents constitute Confidential Information.employment.

Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean all proprietary information or knowledge belonging"Confidential Information" means confidential information, to the extent it is not a trade secret, that is possessed by or developed for the Company including,and that relates to the Company's business or technology, including but not limited to computer program object and source codes, business plans,plans and strategies, pricing,existing or proposed bids, technical developments, existing or proposed research projects, financial or business projections, investments, marketing plans and strategies, pricing and cost information, negotiations strategies, sales methods, clientstrategies, training information and materials, employee compensation and other employee information, customer or potential customer lists, trade secrets, or technology, inventions, developments, know-how or confidences ofcustomer purchasing history, and information generated for customer engagements. Confidential Information also includes information received by the Company. Notwithstanding anythingCompany from others which the Company has an obligation to the contrary containedtreat as confidential, including information obtained in the preceding sentence,connection with customer engagements. Confidential Information shall not include information that is or becomes available to the public through no wrongful act or omission of Executive. The parties agree that the Company's Confidential Information was established at great expense and protected as confidential information and provides the Company with a substantial competitive advantage in conducting its business. The parties further agree that by virtue of the Executive's employment with the Company, Executive will have access to, and be entrusted with, Confidential Information and that the Company would suffer great loss and injury if the Executive would disclose this information or use it to compete with the Company. Therefore, the Executive agrees that during the term of Executive's employment, and until the first to occur of # such time as the Confidential Information becomes generally available to the public or other thanthrough no fault of Executive, # such time as a result of a disclosure by the Executive or a representative of the Executive. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executive and whether or not disclosed to or entrustedno longer provides a benefit to the custodyCompany or # the second anniversary of the Executive. The Executive agrees that upon the termination of the Executive’Executive's employment with the Company forCompany, Executive will not, directly or indirectly, in any reason,capacity, use or disclose, or cause to be used or disclosed, in any geographic area in which such use or disclosure could harm the Company's business interests, any Confidential Information. This provision does not prohibit Executive's use of general skills acquired prior to or during employment by the Company, as long as such use does not involve the use or disclosure of Confidential Information or trade secrets. The restrictions contained in this paragraph apply to Confidential Information regardless of the fact that the Executive may have participated in the discovery and the development of that information. Executive also agrees and acknowledges that Executive will promptly atcomply with all applicable laws regarding insider trading or the Company’s discretion, destroyuse of material nonpublic information in connection with the trading of securities. For purposes of this [Section 10], Company shall include any subsidiaries of the Company. In no event shall an asserted violation of the provisions of this [Section 10] constitute a basis for deferring or returnwithholding any amounts otherwise payable to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.Executive under this Agreement.

Company Information. For purposesExcept as otherwise provided in ​ of this Agreement, the Executive agrees at all times during the term of the Executive’s employment and thereafter, to hold any Confidential Information of the Company or its Related Entities in strictest confidence, and not to use (except for the benefit of the Company to fulfill the Executive’s employment obligations) or to disclose to any person, firm or corporation other than the Company or those designated by it said Confidential Information without the prior authorization of the Company, except as may otherwise be required by law or legal process. The Executive agrees that “Confidential Information” shall mean allmeans any proprietary information prepared or knowledge belonging tomaintained in any format, including technical data, trade secrets or know-how in which the Company or Related Entities have an interest, including, but not limited to, business records, contracts, research, product or service plans, products, services, customer lists and customers (including, but not limited to, vendors to business plans, strategies, pricing, sales methods, client lists, trade secrets,the Company or technology, inventions, developments, know-howRelated Entities on whom the Executive called, with whom the Executive dealt or confidenceswith whom the Executive became acquainted during the term of the Company. Notwithstanding anything to the contrary contained in the preceding sentence, Confidential Information shall not include information that isExecutive’s employment), pricing data, costs, markets, expansion plans, summaries, marketing and other business strategies, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration or becomes generally available to the publicmarketing, financial or other than as a result of a disclosurebusiness information obtained by the Executive or a representative ofdisclosed to the Executive. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executive and whetherCompany or not disclosed toRelated Entities or entrusted toany other person or entity during the custody of the Executive. The Executive agrees that upon the terminationterm of the Executive’s employment with the Company for any reason,either directly or indirectly electronically, in writing, orally, by drawings, by observation of services, systems or other aspects of the business of the Company or Related Entities or otherwise. Confidential Information does not include information that: # was available to the public prior to the time of disclosure, whether through press releases, SEC filings or otherwise; or # otherwise becomes available to the public through no act or omission of the Executive will promptly ator through the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardlesswrongful act of whether any such documents constitute Confidential Information.a third party.

Disclosure of Confidential Information. For purposes of this Agreement,The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the term “ConfidentialCompany, its subsidiaries and their respective businesses (“Confidential Information” shall mean all proprietary information or knowledge belonging to the Company including,), including but not limited toto, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, strategies, pricing, sales methods, client lists, trade secrets,provided such information is not in or technology, inventions, developments, know-how or confidencesdoes not hereafter become part of the Company. Notwithstanding anythingpublic domain, or become known to the contrary contained in the preceding sentence, Confidential Information shall not include information that is or becomes generally available to the public or other than as a result of a disclosure by the Executive or a representativeothers through no fault of the Executive. The Executive acknowledges that allsuch information is of great value to the Confidential InformationCompany, is and shall continue to be the exclusive proprietarysole property of the Company, whetherand has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or not prepared in wholeafter his employment hereunder, reveal, divulge or in partmake known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Company, and whether or not disclosed to or entrusted tootherwise in the custodypublic domain. The provisions of the Executive. The Executive agrees that uponthis [Section 12] shall survive the termination of the Executive’s employment withhereunder. The Executive affirms that he does not possess and will not rely upon the Company forprotected trade secrets or confidential or proprietary information of any reason, the Executive will promptly at the Company’s discretion, destroy or returnprior employer(s) in providing services to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.its subsidiaries.

For purposes of this Agreement, the term “Confidential and Proprietary Information” shall mean allnon-public, confidential, and proprietary information or knowledge belongingprovided to the Company including, but not limited toExecutive concerning, without limitation, the Company’s financial condition and/or results of operations, statistical data, products, ideas and concepts, strategic business plans, strategies, pricing, sales methods, client lists, trade secrets,lists of customers or technology, inventions, developments, know-how or confidencescustomer information, information relating to marketing plans, management development reviews, including information regarding the capabilities and experience of the Company. Notwithstanding anything toCompany’s employees, compensation, recruiting and training, and human resource policies and procedures, policy and procedure manuals, together with all materials and documents in any form or medium (including oral, written, tangible, intangible, or electronic) concerning any of the contrary contained inabove, and other non-public, proprietary and confidential information of the preceding sentence,Company; provided, however, that Confidential and Proprietary Information shall not include any information that is or becomesknown generally available to the public or within the industry other than as a result of aunauthorized disclosure by the Executive or a representative of the Executive. The Executive acknowledges that all of the Confidential InformationIt is specifically understood and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in partagreed by the Executive that any non-public information received by the Executive during Executive’s employment by the Company is deemed Confidential and whether or not disclosed to or entrusted toProprietary Information for purposes of this Agreement. In the custody of the Executive. The Executive agrees that upon the termination ofevent the Executive’s employment with the Companyis terminated for any reason, the Executive will promptly at the Company’s discretion, destroy orshall immediately return to the Company upon request all memoranda, notes, records, reports, manuals, pricing lists, printsConfidential and other documents (and all copies existingProprietary Information in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.possession or control.

Disclosure of Confidential Information. For purposes of this Agreement,The Executive recognizes, acknowledges and agrees that he have access to secret and confidential information regarding the term “Confidential Information” shall mean all proprietary information or knowledge belonging to the Company including,Company, its subsidiaries and their respective businesses, including but not limited toto, its research programs, research results, technologies, products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, strategies, pricing, sales methods, client lists, trade secrets,plans. All of such information shall be deemed "Confidential Information", provided such information is not in or technology, inventions, developments, know-how or confidencesdoes not hereafter become part of the Company. Notwithstanding anything to the contrary contained in the preceding sentence, Confidential Information shall not include information that ispublic domain, or becomes generallybecome available to the public or other than as a result of a disclosure by the Executive or a representativegenerally through no fault of the Executive. The Executive acknowledges that allsuch information is of great value to the Company, is necessary for the conduct of the Confidential Information isCompany's business, and shall continue tohas been and will be the exclusive proprietary propertyacquired by him in confidence. In consideration of the Company, whetherobligations undertaken by the Company herein, the Executive will not, at any time, during or not prepared in wholeafter his employment hereunder, reveal, divulge or in partmake known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Company, and whether or not disclosed to or entrusted tootherwise in the custodypublic domain. The provisions of the Executive. The Executive agrees that uponthis [Section 12] shall survive the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.hereunder.

Confidential Information. For purposesExecutive agrees and acknowledges that, by reason of this Agreement,his employment by and service to Employer, he will have access to confidential information of Employer (and its affiliates, vendors, customers, and others having business dealings with it) including, without limitation, information and knowledge pertaining to products, sales and profit figures, customer and client lists and information related to relationships between Employer and its affiliates, customers, vendors, and others having business dealings with it (collectively, the term “Confidential Information” shall mean all proprietary information or knowledge belonging to the Company including, but not limited to business plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidences of the Company. Notwithstanding anything to the contrary contained in the preceding sentence, Confidential Information shall not include information that is or becomes generally available to the public or other than as a result of a disclosure by the Executive or a representative of the Executive. The). Executive acknowledges that all of the Confidential Information is a valuable and unique asset of Employer (and its affiliates, vendors, customers, and others having business dealings with it) and covenants that, both during and after the term of his employment by Employer, he will not disclose any Confidential Information to any person or use any Confidential Information (except as his duties as an employee of Employer may require) without the prior written authorization of the Board of Directors of Employer. Executive further agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, program listings or other written, photographic, or other tangible materials containing Confidential Information, whether created by Executive or others, that shall continuecome into his custody or possession, shall be delivered to Employer, upon the earlier of # a request by employer or # termination of Executive’s employment. After such delivery, Executive shall not retain any such records or copies thereof or any such tangible property. The obligation of confidentiality imposed by this Section shall not apply to information that is required by law, regulation or judicial or governmental authorities to be the exclusive proprietary propertydisclosed or that otherwise becomes part of the Company, whether or not prepared in whole or in partpublic domain by the Executive and whether or not disclosed to or entrusted to the custodymeans other than Executive’s non-observance of the Executive. The Executive agrees that upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroy or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.his obligations hereunder.

Confidential Information. For purposesInformation; Unauthorized Disclosure. Executive shall not, whether during the period of this Agreement,his employment hereunder or thereafter, without the term “Confidential Information” shall mean all proprietary informationwritten consent of the Board or knowledge belonginga person authorized thereby, disclose to any person, other than an executive of Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by Executive of his duties as an executive of Company, any Confidential Information obtained by him while in the employ of Company with respect to Company’s business. Subject to the exclusions below, as used in this Agreement “Confidential Information” means data or information in any form, regardless of whether or not marked “confidential” or “proprietary” # which concerns, relates to, or comes from the business activities, business methods, products, services, relationships, research, or business development of Company including, but not limited to business plans, strategies, pricing, sales methods, client lists, trade secrets, or technology, inventions, developments, know-how or confidencesanother member of the Company. Notwithstanding anything to the contrary contained in the preceding sentence, Confidential Information shall not include information that isCompany Group; # which Executive received, designed, compiled, produced, used, generated or becomes generally available to the public or other thanotherwise became aware of as a result of his employment or engagement with Company or any other member of the Company Group; and # which is not generally known to the public. The parties agree that “Confidential Information” specifically includes, but is not limited to, trade secrets (as defined by Texas and federal law) of Company or another member of the Company Group and the following kinds of information and data (to the extent not generally known to the public): # information about the customers and prospective customers (such as customer and prospective customer identities, contact information, preferences, needs, requirements, specifications, proposals, contracts, financial information, and historic purchasing patterns, and information about Company’s or its Affiliates’ provision of products and services to each customer) of Company or another member of the Company Group; # non-public information about the products and service techniques of Company or any other member of the Company Group; # the computer systems and software developed by Company or another member of the Company Group or their respective agents for use by of Company or another member of the Company Group; # non-public information about the business methods (such as sales methods, business processes, training manuals and methods, research and development work, purchasing information and contracts, and new ideas made or conceived by employees or agents) of Company or another member of the Company Group; # financial information (such as pricing and bidding formulas, financial projections, budgets, analyses, accounting data, and financing information) of Company or another member of the Company Group; # information about the business plans and strategies (such as marketing plans, opportunities for new or developing business, products, services, or markets, and information about new business partnerships or distributorship arrangements) of Company or another member of the Company Group; # private personnel information (including employee social security numbers and medical records); # communications between Company or other members of the Company Group and their respective attorneys; # information provided to Company or another member of the Company Group with an expectation of confidentiality or which is subject to non-disclosure obligations (such as information shared in confidence by a disclosurecustomer or supplier); and # information marked “confidential” or “proprietary” by Company or another member of the Company Group. “Confidential Information” does not include general knowledge and skills used throughout the energy industry or any information which Executive may be required to disclose by any applicable law, order, or judicial or administrative proceeding. In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts payable to Executive under this Agreement. Within fourteen (14) days after the termination of Executive’s employment for any reason, Executive shall return to Company all documents and other tangible items containing Company or other Company Group information which are in Executive’s possession, custody or control. Executive agrees that all Confidential Information exclusively belongs to Company, the other members of the Company Group or their designated affiliate, and that any work of authorship relating to Company’s business, products or services, whether such work is created solely by Executive or a representative of the Executive. The Executive acknowledges that all of the Confidential Information is and shall continue to be the exclusive proprietary property of the Company, whether or not prepared in whole or in part by the Executivejointly with others, and whether or not disclosedsuch work is Confidential Information, shall be deemed exclusively belonging to or entrusted toCompany, the custodyother members of the Executive. The Executive agrees that upon the termination of the Executive’s employment with the Company for any reason, the Executive will promptly at the Company’s discretion, destroyGroup or return to the Company all memoranda, notes, records, reports, manuals, pricing lists, prints and other documents (and all copies existing in hard copy or soft form) relating to the Company’s or an Affiliated Company’s business, which he may then possess or have within the Executive’s control, regardless of whether any such documents constitute Confidential Information.their designated affiliate.