During the Term, in connection with Employee’s employment with Company, Company promises to provide Employee with Proprietary Information in support of Employee’s employment duties. Except as Employee reasonably and in good faith determines to be required in the faithful performance of Employee’s duties hereunder or in accordance with [Section 5(f)], Employee shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to Company, including, without limitation, information with respect to 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 person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Employee’s obligation to maintain and not use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination 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 Employee’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by 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 Company (and any successor or assignee of Company).

Confidential Information. Employee acknowledges that as a consequence of his or her employment with Company,the Company promisesproprietary and confidential information relating to providethe Company’s business may be, or have been, disclosed to or developed or acquired by the Employee withwhich 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 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 supportconjunction with a third party that is subject to a confidentiality or similar agreement between the Company and such third party. The Employee acknowledges and agrees that his or her relationship with the Company with respect to such Proprietary Information has been and shall be fiduciary in nature. Consequently, during the remainder of, and after, his or her employment by the Company, the Employee shall not use any Proprietary Information for his or her own benefit, or for the benefit of Employee’s employment duties. Except as Employee reasonably and in good faith determines to be required inany other person or entity or for any other purpose whatsoever other than the faithful performance of Employee’s duties hereunderhis or in accordance with [Section 5(f)],her work for the Company, and the Employee shall, during the Term and after the Date of Termination,shall maintain all such information in confidence and shall not directlydisclose any thereof to any person other than employees of the Company authorized to receive such information. This obligation is in addition to any similar obligations the Employee may have pursuant to any other agreement, statute or indirectly, use, disseminate, disclosecommon-law. Nothing herein, however, shall preclude the Employee from describing his or publish, or use forher duties with the Company in future job interviews. After the fifth anniversary of the end of the Employee’s benefit oremployment by the benefit of any person, firm, corporation or other entity, any confidential or proprietaryCompany, the term Proprietary Information shall be limited to information orconstituting trade secrets of or relating to Company, including, without limitation, information with respect to 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 person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Employee’s obligation to maintain and not use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination 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 Employee’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by 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 Company (and any successor or assignee of Company).

Company Information. Employee agrees at all times during the Term, in connection with Employee’speriod of his employment with Company,the Company promisesand thereafter, to provide Employee with Proprietary Informationhold in support of Employee’s employment duties. Except as Employee reasonablystrictest confidence, and in good faith determinesnot to be required in the faithful performance of Employee’s duties hereunder or in accordance with [Section 5(f)], Employee shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or useexcept for Employee’s benefit or the benefit of any person, firm, corporationthe Company, or other entity, any confidential or proprietary information or trade secrets of or relating to Company, including, without limitation, information with respect to 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 deliverdisclose to any person, firm, corporation or other entity, any document, record, notebook, computer program or similar repositoryentity without written authorization of or containing any such Proprietary Information. Employee’s obligation to maintain and not use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity,Board, any Proprietary Information after(as defined herein) of the DateCompany which Employee obtains, creates, or otherwise accesses in any way. Employee further agrees not to make copies of Termination will continue so long as such Proprietary Information except as authorized by the Company. Employee understands that “Proprietary Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, suppliers, customer lists and customers (including, but not limited to, customers of the Company on whom Employee called or with whom Employee became acquainted during the employment), prices and costs, markets, software, developments, inventions, formulas, technology, designs, drawings, marketing, licenses, finances, budgets or other business information disclosed to Employee by the Company either directly or indirectly in writing, orally or by drawings or observation of parts or equipment or created by Employee during the period of employment, whether or not during working hours. Employee understands that Proprietary Information also includes, but is not,not limited to, information pertaining to any aspects of the Company’s business which is either information not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. Employee further understands that Proprietary Information does not include any of the foregoing items, which has not by legitimate means become, generallybecome publicly and widely known and inmade generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the public domain (other than by means of Employee’s directitem or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by 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 Company (and any successor or assignee of Company).items involved.

Non-Disclosure of Information. In the Term, in connection with Employee’sevent Employee 's employment with Company, Company promises to providehas been terminate, Employee withagrees that, during the Restricted Period, Employee will not knowingly use or disclose any Proprietary Information in support of Employee’the Company for the Employee's employment duties. Except as Employee reasonably and in good faith determines to be required in the faithful performance of Employee’s duties hereunderown purposes or in accordance with [Section 5(f)], Employee shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporationentity engaged in Competitive Business Activities. As used herein, the term "Proprietary Information" shall mean trade secrets or other entity, any confidential or proprietary information of the Company which are material to the conduct of the business of the Company. No information can be considered Proprietary Information unless the same is a unique process or trade secretsmethod material to the conduct of the Company's business, or relating to Company, including, without limitation, information with respect to 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 person, firm, corporation or other entity, any document, record, notebook, computer programis a customer list or similar repositorylist of persons engaged in business activities with Company, or containing any such Proprietary Information. Employee’s obligation to maintain and not use, disseminate, disclose or publish, or use for Employee’s benefit orif the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Informationsame is not, or has not by legitimate means become, generally known andotherwise in the public domain (other than by means of Employee’s direct or indirect disclosure of such Proprietary Information) and continuesis required to be maintained as Proprietary Informationdisclosed by Company. The parties hereby stipulate and agreeorder of any court or by reason of any statute, law, rule, regulation, ordinance or other governmental requirement. Employee further agrees that as between them,in the Proprietary Information identified hereinevent his employment is important, material and affectsterminated all Documents in his possession at the successful conducttime of his termination shall be returned to the businessesCompany at the Company's principal place of Company (and any successor or assignee of Company).business.

Confidentiality and Non-Disclosure. Employee acknowledges that, by nature of his past and future employment with the Term,Company, Employee has had access to, and will continue to have access to, Proprietary Information of the Company. For the duration of the Term and at all times thereafter, Employee shall hold in strictest confidence and will not disclose any of the Company’s Proprietary Information, except as otherwise required in connection with Employee’s employment with Company,work for the Company promises to provide Employee with Proprietary Informationor as otherwise required by law or court order or as permitted in support of Employee’s employment duties. Except as Employee reasonably and in good faith determines to be required in the faithful performance of Employee’s duties hereunder or in accordance with [Section 5(f)], Employee shall, during the Term and after the Date of Termination, maintain in confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to Company, including, without limitation, information with respect to 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 person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Employee’s obligation to maintain and not use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not, or has notwriting by legitimate means become, generally known and in the public domain (other than by means of Employee’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conducta duly authorized officer of the businesses ofCompany. “Proprietary Information” shall include without limitation all: trade secrets, business plans or models (whether for existing, new, or developing businesses), financial information, employee data, operating data, customer lists, prospective customer lists, vendor or supplier lists, pricing and cost information, marketing information, product information, research information, or Company (and any successor or assignee of Company).designs and techniques, whether communicated

Confidential Information. Employee shall not, at any time during or following termination or expiration of the Term, in connection with Employee’s employment with Company, Company promises to provide Employee with Proprietary Information in supportterm of Employee’s employment duties. Except as Employee reasonably and in good faith determines to be required in the faithful performance of Employee’s duties hereunder or in accordance with [Section 5(f)], Employee shall, during the Term and after the Date of Termination, maintain in confidence and shall notthis Agreement, directly or indirectly, disclose, publish or appropriate, use or cause permit or induce any person to appropriate or use, disseminate, discloseany proprietary secret or publish, or use for Employee’s benefit or the benefitconfidential information of any person, firm, corporation or other entity, any confidential or proprietary information or trade secrets of or relating to Company, including, without limitation, information with respect to 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 person, firm, corporation or other entity, any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Employee’s obligation to maintain andCompany not use, disseminate, disclose or publish, or use for Employee’s benefit or the benefit of any person, firm, corporation or other entity, any Proprietary Information after the Date of Termination 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 meansincluding, without limitation, knowledge or information relating to its trade secrets, business methods, the names or requirements of Employee’s directits customers all of which Employee agrees are and will be of great value to Company and shall at all times be kept confidential. Upon termination or indirect disclosureexpiration of such Proprietary Information) and continuesthis Agreement, Employee shall promptly deliver or return to be maintained as Proprietary Information by Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conductCompany all materials of the businessesa proprietary, secret or confidential nature relating to Company together with any other property of Company (and any successorwhich may have theretofore been delivered to or assigneemay then be in possession of Company).Employee.