Common use of Confidential Information; Inventions Clause in Contracts

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (ai) The Officer During the period of time during which you are employed by the Company and following the termination of your employment, you shall not disclose or use at any time, either during the Period of Employment or thereafter, time any confidential information Confidential Information (as defined below) of which the Officer is you are or becomes become aware, whether or not such information is developed by him, you except to the extent that such disclosure or use is directly related to and required by the Officer’s your performance in good faith of duties for the Company. The Officer You will take all appropriate steps to safeguard confidential information Confidential Information in his your possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer You shall deliver to the Company at the termination of the Period of Employmentyour employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defineddefined below) of the business of the Company or any of its Affiliates affiliates which the Officer you may then possess or have under his your control. Notwithstanding the foregoing, the Officer you may truthfully respond to a lawful and valid summons, subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. Nothing herein (including, without limitation, any provision of this Section VII) shall, or is intended to, limit your right to file a proceeding with, or provide truthful evidence or other information to, any federal, state or local governmental agency. (bii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer you while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Datedate hereof) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, systems applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and or clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and or related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer you in breach of this Agreement) in a form generally available to the public prior to the date that your employment with the Officer proposes Company terminates or the date you propose to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall Executive recognizes that he has had and will continue to have access to secret and confidential information regarding the Company, including but not disclose or use limited to its customer list, products, know-how, and business plans. Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, either during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by Executive during the Period course of Employment or thereafterhis employment, any which is treated as confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance Company, including but not limited to its customer list, not otherwise in good faith the public domain, other than in the ordinary course of duties for the Companybusiness during his employment hereunder. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer provisions of this Section 8 shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such processsurvive Executive's employment hereunder. (b) As used The Company has hired the Executive to work full time so that anything the Executive produces during the Term and in connection with his performance under this AgreementAgreement is the property of the Company. Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by the term “Confidential Information” means information that is not generally known Executive, alone or with others, during the period of his employment hereunder and applicable to the public business of the Company, whether or not patentable, registrable, or copyrightable shall become the sole and that is usedexclusive property of the Company. (c) The Executive shall disclose the same promptly and completely to the Company and shall, developed or obtained during the period of his employment hereunder and at any time and from time to time hereafter, (i) execute all documents requested by the Company or its Affiliates for vesting in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior the entire right, title and interest in and to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)same, (ii) products execute all documents requested by the Company for filing such applications for and procuring patents, trademarks, service marks or servicescopyrights as the Company, in its sole discretion, may desire to prosecute, and (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer softwaregive the Company all assistance it may reasonably require, including operating systemsthe giving of testimony in any suit, applications action, investigation or other proceeding, in order to obtain, maintain and program listings, (viii) flow charts, manuals protect the Company's right therein and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationthereto.

Confidential Information; Inventions. (ai) The Officer Executive shall not disclose or use at any time, either during the Period Term of Employment this Agreement or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination end of the Period of EmploymentTerm, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (bii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s Executive's performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “"Confidential Information” " means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), including business, marketing and mergers and acquisitions plans and strategies, (ii) products or servicesservices (including product road maps and strategies), (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) suppliers, customers and clients and clients, as well as supplier, customer or client lists, preferences and/or contracts and contract terms, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.and

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his her control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his her control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall Executive recognizes that he has had and will continue to have access to secret and confidential information regarding the Company, including but not disclose or use limited to its customer list, products, know-how, and business plans. Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, either during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by Executive during the Period course of Employment or thereafterhis employment, any which is treated as confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance Company, including but not limited to its customer list, not otherwise in good faith the public domain, other than in the ordinary course of duties for the Companybusiness during his employment hereunder. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer provisions of this Section 8 shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such processsurvive Executive's employment hereunder. (b) As used The Company has hired the Executive to work full time so that anything the Executive produces during the Term and in connection with his performance under this AgreementAgreement is the property of the Company. Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by the term “Confidential Information” means information that is not generally known Executive, alone or with others, during the period of his employment hereunder and applicable to the public business of the Company, whether or not patentable, registrable, or copyrightable shall become the sole and that is usedexclusive property of the Company. (c) The Executive shall disclose the same promptly and completely to the Company and shall, developed or obtained during the period of his employment hereunder and at any time and from time to time hereafter, (i) execute all documents requested by the Company or its Affiliates for vesting in connection with their respective businessesthe Company the entire right, including, but not limited to, information, observations title and data obtained by interest in and to the Officer while employed same, (ii) execute all documents requested by the Company for filing such applications for and procuring patents, trademarks, service marks or any predecessors thereof (including those obtained prior copyrights as the Company, in its sole discretion, may desire to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)prosecute, (ii) products or services, and (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer softwaregive the Company all assistance it may reasonably require, including operating systemsthe giving of testimony in any suit, applications and program listingsaction, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable investigation or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationproceeding.

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his his/her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his his/her control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Consultant shall not disclose or use at any time, either during the Period of Employment Consulting Term or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Consultant is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerConsultant’s performance in good faith of duties for the Company. The Officer Consultant will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Consultant shall deliver to the Company at the termination of the Period of EmploymentConsulting Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Consultant may then possess or have under his control. Notwithstanding the foregoing, the Officer Consultant may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. As used in this Section 6, “Affiliate” of the Company means an individual or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of any entity. The Company and the Consultant each acknowledge and understand that nothing in this Agreement is intended to prohibit the Consultant from use of his general knowledge of business operations or the industries in which the Company does or intends to do business. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations information and data obtained by the Officer Consultant while employed or engaged by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning the Company’s (or such predecessor’s) (i) the business or affairs of the Company or its Affiliates (or such predecessors)affairs, (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listingslistings developed by the Company (or such predecessor), (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form; provided, however, that the Company hereby acknowledges that the Consultant is the author of the book, AntiOxidant Adaptation, Its Role in Free Radical Pathology, that the Consultant shall retain ownership of all copyrights and other intellectual property rights therein during the Consulting Term and thereafter, and that such book is specifically excluded from the foregoing definition notwithstanding prior publication of such book directly by the Company; provided, further, that the Consultant hereby grants to the Company a royalty-free license in perpetuity to use such book for marketing, customer sales and similar purposes. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Consultant in breach of this Agreement) in a form generally available to the public prior to the date the Officer Consultant proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (ai) The Officer Executive shall not disclose or use at any time, either during the Period Term of Employment this Agreement or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination end of the Period of EmploymentTerm, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes memory devices and software software, and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his her control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (bii) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates Company, the Company’s subsidiaries and/or Affiliates, in connection with their respective businessesbusiness, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof thereof, the Company’s subsidiaries and/or Affiliates (including those obtained prior to the Effective Date) concerning concerning: (i) the business or affairs of the Company (or its Affiliates (or such predecessors)) and/or its subsidiaries and Affiliates, (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designsbusiness strategy and contemplated or planned transactions, (v) designs, (vi) analyses, (vivii) drawings, photographs and reports, (viiviii) computer software, including operating systems, applications and program listings, (viiiix) flow charts, manuals and documentation, (ixx) data bases, (xxi) accounting and business methods, (xixii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xiixiii) customers and clients and customer or client lists, (xiiixiv) other copyrightable works, (xivxv) all production methods, processes, technology and trade secrets, and (xvxvi) all similar and related information in whatever form. The Executive understands that the above list is not exhaustive, and that Confidential Information will also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Confidential Information shall not include any information that has been published (other than through a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during Executive’s commencement of employment with the Period Company is contingent upon the execution (and delivery to an officer of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of Company’s Confidentiality Agreement by Executive in the Company form attached as Exhibit C, on or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available prior to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such processEffective Date. (b) As used in this Agreement, the term “Confidential InformationWork Product” means all inventions, innovations, improvements, technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos, and all similar or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise) that is not generally known relates to the public Company’s or any of its Affiliates’ actual or anticipated business, research and that is useddevelopment or existing or future products or services and which are conceived, developed or obtained made by the Executive (whether or not during usual business hours, whether or not by the use of the facilities of the Company or any of its Affiliates Affiliates, and whether or not alone or in connection conjunction with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer any other person) while employed by the Company or any predecessors thereof (including those obtained conceived, developed or made prior to the Effective Date) concerning together with all patent applications, letters patent, trademark, trade name and service m▇▇▇ applications or registrations, copyrights and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented, or originated during his employment by the Company or any of its Affiliates prior to the Effective Date, that he may discover, invent or originate during the Period of Employment or at any time in the period of twelve (i12) months after the business or affairs Severance Date, shall be the exclusive property of the Company and its Affiliates, as applicable, and Executive hereby assigns all of Executive’s right, title and interest in and to such Work Product to the Company or its Affiliates applicable Affiliate, including all intellectual property rights therein. Executive shall promptly disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem necessary to protect or perfect its (or such predecessors)any of its Affiliates’, (iias applicable) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secretsrights therein, and shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s (xvor any of its Affiliates’, as applicable) all similar and related information in whatever formrights therein. Confidential Information will not include The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any information that has been published (assignments or other than a disclosure documents deemed necessary by the Officer in breach Company to protect the Company, or to protect or perfect the Company’s (and any of this Agreementits Affiliates’, as applicable) in a form generally available rights to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationany Work Product.

Confidential Information; Inventions. (a) The Officer shall Executive recognizes that he has had and will continue to have access to secret and confidential information regarding the Company, including but not disclose or use limited to its customer list, products, know-how, and business plans. Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, either during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by Executive during the Period course of Employment or thereafterhis employment, any which is treated as confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s Company, including but not limited to its customer list, not otherwise in the public domain, other than in the ordinary course of business during his employment hereunder. The provisions of this Section 8 shall survive Executive's employment hereunder. (b) The Company has hired the Executive to work full time so that anything the Executive produces during the Term and in connection with his performance in good faith under this Agreement is the property of duties for the Company. The Officer will take all appropriate steps Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by the Executive, alone or with others, during the period of his employment hereunder and applicable to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which trading in general, whether or not patentable, registrable, or copyrightable shall become the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful sole and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance exclusive property of the return date as possible, make available Company. (c) The Executive shall disclose the same promptly and completely to the Company and its counsel shall, during the period of his employment hereunder and at any time and from time to time hereafter, (i) execute all documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained requested by the Company or its Affiliates for vesting in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior the entire right, title and interest in and to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)same, (ii) products execute all documents requested by the Company for filing such applications for and procuring patents, trademarks, service marks or servicescopyrights as the Company, in its sole discretion, may desire to prosecute, and (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer softwaregive the Company all assistance it may reasonably require, including operating systemsthe giving of testimony in any suit, applications action, investigation or other proceeding, in order to obtain, maintain and program listings, (viii) flow charts, manuals protect the Company's right therein and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationthereto.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, or as otherwise required by law, regulation or other legal requirement, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), including business, marketing and mergers and acquisitions plans and strategies, (ii) products or servicesservices (including product road maps and strategies), (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) suppliers, customers and clients and clients, as well as supplier, customer or client lists, preferences and/or contracts and contract terms, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required made by the OfficerExecutive in connection with the Executive’s performance in good faith of his duties for the CompanyCorporation. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company Corporation at the termination of the Period of Employment, or at any time the Company Corporation may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company Corporation or any of its Affiliates affiliates (the Corporation and its affiliates are referred to, collectively, as the “Company Group”) which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company Corporation the earliest possible notice thereof, shall, as much in advance of the return date as possiblepossible and to the extent legally permitted to do so, make available to the Company Corporation and its counsel the documents and other information sought, and shall assist the Company Corporation and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates Corporation in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company Corporation or any predecessors thereof (including those obtained prior to the Effective Commencement Date) concerning (i) the business or affairs of the Company or its Affiliates Corporation (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. a. In the course of his employment by the Company, Bouckaert has ▇▇▇▇▇▇▇d and will continue to acquire information and knowledge respecting the proprietary and confidential affairs of the Company and the Business, including without limitation confidential information with respect to the Company's products, technology, know-how, processes, customer lists and distribution methods (a) The Officer shall "Confidential Information"). Accordingly, Bouckaert agrees that ▇▇ ▇▇▇▇▇ not disclose or use at any time, either during the Period period of Employment his employment hereunder of thereafter use for his own or thereafter, any confidential information (as defined below) other person's or entity's benefit any such Confidential Information acquired during the term of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for his employment with the Company. The Officer will take all appropriate steps to safeguard confidential information in Further, during the period of his possession employment hereunder and to protect it against disclosurethereafter, misuseBouckaert shall not, espionage, loss and theft. The Officer shall deliver to ▇▇▇▇▇▇▇ the Company at the termination written consent of the Period Board of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business Directors of the Company or a person duly authorized thereby, disclose to any person, other than an employee of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates a person to whom disclosure is reasonably necessary or appropriate in connection with their respective businessesthe performance by Bouckaert of his dutie▇ ▇▇▇▇▇▇der, any Confidential Information obtained by him while in the employ of the Company. b. Bouckaert agrees th▇▇ ▇▇▇ ▇▇▇▇▇anda, notes, records, papers or other documents and all copies thereof containing Confidential Information, some of which may be prepared by him, and all objects associated therewith in any way obtained by him shall be the Company's property. Bouckaert shall not, ▇▇▇▇▇▇ ▇▇r the Company's use, copy or duplicate any of the aforementioned documents or objects, nor remove them from the Company's facilities, nor use any information concerning them except for the Company's benefit, either during his employment or thereafter. Bouckaert agrees that ▇▇ ▇▇▇▇ ▇eliver the original and all copies of all of the aforementioned documents, including, but not limited to, informationcomputer files and objects, observations and data obtained by the Officer while employed by if any, that may be in his possession to the Company on termination of his employment, or at any predecessors thereof (including those obtained prior other time upon the Company's request. c. Bouckaert agrees ▇▇ ▇▇▇▇▇▇▇▇ to the Effective Date) concerning (i) the business or affairs Company and to assign to Company all of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) Bouckaert's rights in any designs, (v) analysesdiscoveries, (vi) drawingsimprovements and ideas, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practicepatentable, (xii) customers and clients and customer including, without limitation upon the generality of the foregoing, novel or client lists, (xiii) other copyrightable works, (xiv) all production methodsimproved products, processes, technology and trade secretsknow-how, and which either (xva) all similar and related information in whatever form. Confidential Information will not include relate to (i) the Business or (ii) bouckaert's actual or demonstrably anticipated research or development, or (b) result from any information that has been published work performed by Bouckaert for the C▇▇▇▇▇▇ (other than a disclosure hereinafter collectively "Inventions"), conceived or reduced to practice at any time during Bouckaert's employment by the Officer in breach Company, either solely or jointly with others and whether or not developed on Bouckaert's own time or with the resources of this Agreementthe Company. Bouckaert agrees tha▇ Inventions first reduced to practice within one (1) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not year after termination of Bouckaert's employment by Bouckaert shall be deemed pr▇▇▇▇▇▇ to have been published merely because individual portions of conceived during such employment unless Bouckaert can ▇▇▇▇▇▇▇sh specific events giving rise to the information have conception which occurred after such employment. Further, except as otherwise expressly set forth herein, Bouckaert disclaims a▇▇ ▇▇▇▇ ▇ot assert any rights in Inventions actually made or as having been separately publishedmade, but only if all material features comprising such information have been published in combinationconceived or acquired prior to employment by the Company.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company Company, Regent or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)Company, Regent and their predecessors and Affiliates, (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either the Consultant acknowledges that (i) during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination term of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoingAgreement, the Officer may truthfully respond Consultant will be afforded access to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance Confidential Information; (ii) public disclosure of the return date as possible, make available to such Confidential Information could have an adverse effect on the Company and its counsel business; (iii) because the documents Consultant possesses substantial technical expertise and other information soughtskill with respect to the Company's business, the Company desires to obtain exclusive ownership of each Invention, and shall assist the Company will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each Invention; and such counsel in resisting (iv) the provisions of this Section 5 are reasonable and necessary to prevent the improper use or otherwise responding disclosure of Confidential Information and to such processprovide the Company with exclusive ownership of all Inventions. (b) As used All Confidential Information which the Consultant creates or otherwise develop or which comes into its possession during the term of the Agreement shall be and remain the exclusive property of the Company. (c) Unless authorized in writing by the Company, the Consultant will maintain all Confidential Information in confidence and, except as necessary in conjunction with its work for the Company, will not copy or make notes of, divulge to anyone outside the Company or use any of the Confidential Information for its own or another's benefit, either during or after the term of the Agreement. The Consultant agrees that it will promptly disclose to the Company all Confidential Information developed during the term of the Agreement. (d) Upon request of the Company and, in any event, upon termination of this Agreement, any Confidential Information in the possession or under the control of the Consultant will be promptly surrendered and delivered to the Company. (e) The Consultant agrees that any and all Inventions created, developed or discovered by or for the Company, or acquired by the Company from others, and that comes into the Consultant's knowledge or possession during and in the course of the term of this Agreement, shall be held in trust for the sole right and benefit of the Company and that the Consultant shall not have any rights and shall not acquire any rights therein unless and until the Company shall expressly and in writing waive the rights that it has therein and thereto under the provisions of this sentence. The Consultant further agrees (a) that any and all Inventions, created, written, developed, furnished or produced by the Consultant during the term of the Agreement shall be the exclusive property of the Company, and that the Consultant shall not have any right, title or interest of any kind therein or thereto or in and to any results or proceeds therefrom, and (b) that at any time, during the term of this Agreement, the term “Confidential Information” means information that is not generally known to Consultant will (1) upon the public request and that is usedat the expense of the Company, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business obtain patents or affairs of the Company copyrights on, or its Affiliates (or such predecessors), (ii) products permit the Company to patent or servicescopyright, any such material, whichever is appropriate, and/or (iii2) feesat the request of the Company, costsexecute any and all assignments, compensation and pricing structuresinstruments of transfer, (iv) designsor other documents, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable that the Company deems necessary or unpatentable and whether or not reduced appropriate to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available transfer to the public prior Company all rights in or to such materials or to evidence the date Company's ownership of such rights or any of them. The Consultant shall not, without limitation as to time or place, use any Invention except on Company business during the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions term of the information have been separately publishedAgreement or disclose same to any other person, but only if all material features comprising such information have been published in combinationfirm or corporation, except for disclosure on Company business.

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his him possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in ​ whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the Officer’s ​ performance in good faith of duties for the Company. The Officer will take all appropriate steps to safeguard confidential information in his her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all reasonably appropriate steps to safeguard confidential information Confidential Information in his or her possession and to protect it against disclosure, misuse, espionage, loss loss, and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his or her control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, shall make available to the Company and its counsel the documents and other information soughtsought with as much in advance of the return date as possible, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the CompanyCompany and its Affiliates. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof and/or its Affiliates (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)Company, the Parent and their predecessors and Affiliates, (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by himExecutive, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his Executive’s possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his Executive’s control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof or entities that have become Affiliates of the Company (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessorspredecessors or Affiliates), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. a. In the course of his employment by the Company, ▇▇▇▇▇▇▇▇▇ has acquired and will continue to acquire information and knowledge respecting the proprietary and confidential affairs of the Company and the Business, including without limitation confidential information with respect to the Company's products, technology, know-how, processes, customer lists and distribution methods (a) The Officer "Confidential Information"). Accordingly, ▇▇▇▇▇▇▇▇▇ agrees that he shall not disclose or use at any time, either during the Period period of Employment his employment hereunder of thereafter use for his own or thereafter, any confidential information (as defined below) other person's or entity's benefit any such Confidential Information acquired during the term of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance in good faith of duties for his employment with the Company. The Officer will take all appropriate steps to safeguard confidential information in Further, during the period of his possession employment hereunder and to protect it against disclosurethereafter, misuse▇▇▇▇▇▇▇▇▇ shall not, espionage, loss and theft. The Officer shall deliver to without the written consent of the Board of Directors of the Company at the termination or a person duly authorized thereby, disclose to any person, other than an employee of the Period Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by ▇▇▇▇▇▇▇▇▇ of Employmenthis duties hereunder, or at any time Confidential Information obtained by him while in the Company may request, employ of the Company. ▇. ▇▇▇▇▇▇▇▇▇ agrees that all memoranda, notes, plans, records, reports, computer tapes and software and papers or other documents and data (all copies thereof containing Confidential Information, some of which may be prepared by him, and copies thereof) relating to all objects associated therewith in any way obtained by him shall be the confidential information Company's property. ▇▇▇▇▇▇▇▇▇ shall not, except for the Company's use, copy or the Work Product (as hereinafter defined) duplicate any of the business aforementioned documents or objects, nor remove them from the Company's facilities, nor use any information concerning them except for the Company's benefit, either during his employment or thereafter. ▇▇▇▇▇▇▇▇▇ agrees that he will deliver the original and all copies of all of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesaforementioned documents, including, but not limited to, informationcomputer files and objects, observations and data obtained by the Officer while employed by if any, that may be in his possession to the Company on termination of his employment, or at any predecessors thereof (including those obtained prior other time upon the Company's request. ▇. ▇▇▇▇▇▇▇▇▇ agrees to the Effective Date) concerning (i) the business or affairs disclose to Company and to assign to Company all of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation and pricing structures, (iv) Bouckaert's rights in any designs, (v) analysesdiscoveries, (vi) drawingsimprovements and ideas, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practicepatentable, (xii) customers and clients and customer including, without limitation upon the generality of the foregoing, novel or client lists, (xiii) other copyrightable works, (xiv) all production methodsimproved products, processes, technology and trade secretsknow-how, and which either (xva) all similar and related information in whatever form. Confidential Information will not include relate to (i) the Business or (ii) bouckaert's actual or demonstrably anticipated research or development, or (b) result from any information that has been published work performed by ▇▇▇▇▇▇▇▇▇ for the Company (other than a disclosure hereinafter collectively "Inventions"), conceived or reduced to practice at any time during Bouckaert's employment by the Officer in breach Company, either solely or jointly with others and whether or not developed on Bouckaert's own time or with the resources of this Agreementthe Company. ▇▇▇▇▇▇▇▇▇ agrees that Inventions first reduced to practice within one (1) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not year after termination of Bouckaert's employment by ▇▇▇▇▇▇▇▇▇ shall be deemed presumed to have been published merely because individual portions of conceived during such employment unless ▇▇▇▇▇▇▇▇▇ can establish specific events giving rise to the information have conception which occurred after such employment. Further, except as otherwise expressly set forth herein, ▇▇▇▇▇▇▇▇▇ disclaims and will not assert any rights in Inventions actually made or as having been separately publishedmade, but only if all material features comprising such information have been published in combinationconceived or acquired prior to employment by the Company.

Confidential Information; Inventions. (a) The Officer Consultant shall not disclose or use at any time, either during the Period of Employment Consulting Term or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Consultant is or becomes aware, whether or not such information is developed by himher, except to the extent that such disclosure or use is directly related to and required by the OfficerConsultant’s performance in good faith of duties for the Company. The Officer Consultant will take all appropriate steps to safeguard confidential information Confidential Information in his her possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Consultant shall deliver to the Company at the termination of the Period of EmploymentConsulting Term, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Consultant may then possess or have under his her control. Notwithstanding the foregoing, the Officer Consultant may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. As used in this Section 6, “Affiliate” of the Company means an individual or entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of any entity. The Company and the Consultant each acknowledge and understand that nothing in this Agreement is intended to prohibit the Consultant from use of her general knowledge of business operations or the industries in which the Company does or intends to do business. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations information and data obtained by the Officer Consultant while employed or engaged by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning the Company’s (or such predecessor’s) (i) the business or affairs of the Company or its Affiliates (or such predecessors)affairs, (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listingslistings developed by the Company (or such predecessor), (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Consultant in breach of this Agreement) in a form generally available to the public prior to the date the Officer Consultant proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company, the Asset Management Company or their respective Affiliates. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company, the Asset Management Company or any of its their respective Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company, the Asset Management Company or its their respective Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company Company, the Asset Management Company, their respective Affiliates or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company, the Asset Management Company or its their respective Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (ai) The Officer Executive shall not disclose or use at any time, either during the Period Term of Employment this Agreement or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s Executive's performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination end of the Period of EmploymentTerm, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (bii) As used in this Agreement, the term “"Confidential Information” " means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than through a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates Confidential Information which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businessesits business, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.,

Confidential Information; Inventions. (a) The Officer Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any confidential information Confidential Information (as defined below) of which the Officer Executive is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the OfficerExecutive’s performance in good faith of duties for the Company. The Officer Executive will take all appropriate steps to safeguard confidential information Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer Executive shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, Initial Initial records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information Confidential Information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer Executive may then possess or have under his control. Notwithstanding the foregoing, the Officer Executive may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer Executive while employed by the Company or any predecessors thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors), (ii) products or services, (iii) fees, costs, compensation costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer Executive in breach of this Agreement) in a form generally available to the public prior to the date the Officer Executive proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Inventions. (a) The Officer shall Executive recognizes that he has had and will continue to have access to secret and confidential information regarding the Company, including but not disclose or use limited to its customer list, products, know-how, and business plans. Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, Executive will not, at any time, either during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by Executive during the Period course of Employment or thereafterhis employment, any which is treated as confidential information (as defined below) of which the Officer is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Officer’s performance Company, including but not limited to its customer list, not otherwise in good faith the public domain, other than in the ordinary course of duties for the Companybusiness during his employment hereunder. The Officer will take all appropriate steps to safeguard confidential information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. The Officer provisions of this Section 8 shall deliver to the Company at the termination of the Period of Employment, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the confidential information or the Work Product (as hereinafter defined) of the business of the Company or any of its Affiliates which the Officer may then possess or have under his control. Notwithstanding the foregoing, the Officer may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such processsurvive Executive's employment hereunder. (b) As used The Company has hired the Executive to work full time so that anything the Executive produces during the Term and in connection with his performance under this AgreementAgreement is the property of the Company. Any writing, invention, design, system, process, development or discovery conceived, developed, created or made by the term “Confidential Information” means information that is not generally known Executive, alone or with others, during the period of his employment hereunder and applicable to the public business of the Company, whether or not patentable, registrable, or copyrightable shall become the sole and that is usedexclusive property of the Company. (c) The Executive shall disclose the same promptly and completely to the Company and shall, developed or obtained during the period of his employment hereunder and at any time and from time to time hereafter, (i) execute all documents requested by the Company or its Affiliates for vesting in connection with their respective businesses, including, but not limited to, information, observations and data obtained by the Officer while employed by the Company or any predecessors thereof (including those obtained prior the entire right, title and interest in and to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates (or such predecessors)same, (ii) products execute all documents requested by the Company for filing such applications for and procuring patents, trademarks, service marks or servicescopyrights as the Company, in its sole discretion, may desire to prosecute, and (iii) fees, costs, compensation and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer softwaregive the Company all assistance it may reasonably require, including operating systemsthe giving of testimony in any suit, applications and program listingsaction, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable investigation or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published (other than a disclosure by the Officer in breach of this Agreement) in a form generally available to the public prior to the date the Officer proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combinationproceeding.