Common use of Proprietary Information Clause in Contracts

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial datadata (including sales, costs, profits and pricing methods), personnel data, computer programsprograms (including software used pursuant to a license agreement), customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Except as required by applicable law, the Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without prior written approval by an executive officer of from the CompanyChief Executive Officer, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, methods, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company and are to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, Company upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs subsections (a) and (b) above, and his/her his obligation to return materials and tangible property set forth in paragraph subsection (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, For purposes of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectivelythis Agreement, “Proprietary Information”) is ” shall mean any information belonging to the business of Employer that has not previously been publicly released by duly authorized representatives of Employer and shall include (but shall not be the exclusive property of the Company. By way of illustrationlimited to) information encompassed in all proposals, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, marketing and sales plans, research datafinancial information, financial datacosts, personnel datapricing information, computer programsprograms (including source code, object code, algorithms and models), customer and supplier information, customer lists, and contacts at all methods, concepts, know-how or knowledge of ideas and confidential information belonging to Employer and Employer’s customers or prospective customers clients. Employee agrees to regard and preserve as confidential all Proprietary Information whether Employee has such Proprietary Information in Employee’s memory or in writing or other physical form. (b) Notwithstanding the foregoing, “Proprietary Information” shall not include information that (i) is disseminated to the public at no fault of Employee, (ii) was obtained from a third party that did not have an obligation of confidentiality to Employer, (iii) is already in the Company. The Executive possession of Employee and (iv) constitutes any information proposals, marketing and sales plans, financial information, costs, pricing information, computer programs (including source code, object code, algorithms and models), customer information, customer lists, and all methods, concepts, know-how or ideas, created or generated by Employee for which Employer has not been fully compensated. (c) Employee will not not, without written authority from Employer to do so, directly or indirectly, disclose or use any Proprietary Information for Employee’s benefit or purposes, nor disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Companyothers, either during the term of Employee’s employment by Employer or after his/her employment with the Companythereafter, unless and until such Proprietary Information has become public knowledge without fault except as required by the Executiveconditions of Employee’s employment by Employer. (bd) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, No work or other written, photographic, or other tangible material containing Proprietary Information, whether intellectual property created by the Executive or others, which shall come into his/her custody or possession, Employee shall be deemed work for hire and are Employer shall only have the exclusive rights to such work or intellectual property of the Company to be used by the Executive only in the performance of his/her duties after fully compensating Employee for the Company. All such materials work or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible intellectual property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees I understand that all informationthe Company possesses and will continue to possess information that has been or will be created, whether discovered, developed or not otherwise become known to the Company (including, without limitation, information created, discovered, developed or made known to me during the period of my employment by the Company to be used in writing, the actual or anticipated business of a private, secret or confidential nature concerning the Company’s business) or in which property rights have been or will be assigned or otherwise conveyed to the Company, which information has commercial value in the business relationships in which the Company is engaged and is treated by the Company as confidential or financial affairs (collectively, proprietary. All such information is hereafter called “Proprietary Information”) is and shall be the exclusive property of the Company. .” By way of illustration, but not limitation, Proprietary Information may include inventions, products, includes processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer software and documentation, know-how, improvements, discoveries, developments, designs, algorithms, inventions, techniques, strategies, new products, marketing plans, forecasts, unpublished financial statements, business forms, contract forms, report formats, budgets, projections, licenses, prices, costs, customer, client and supplier listslists and employee information and any other information of a similar nature not available to the public, whether oral or written, in drawings or in machine-readable form, and contacts at whether or knowledge not expressly marked “Confidential” or “Proprietary.” I acknowledge that the development and acquisition of customers or prospective customers the Proprietary Information are the result of great effort and expense on the part of the Company and are critical to the success and survival of the Company. (b) All Proprietary Information shall be the sole property of the Company, and the Company shall be the sole owner of all patents, copyrights and other rights related thereto. The Executive I hereby assign to the Company any rights I may have or acquire in such Proprietary Information. At all times, both during my employment by the Company and after its termination for whatever reason, I will keep in strictest confidence and trust all Proprietary Information, and I will not use or disclose any Proprietary Information to any person or entity other than employees without the prior written consent of the Company or use the same for any purposes (other than Company, except as may be necessary in the performance ordinary course of his/her performing my duties as an employee of the Company. In the event of the termination of my employment by me or by the Company for any reason or upon three (3) without business days after written approval request by an executive officer of the Company, either during or after his/her employment with I will deliver to the CompanyCompany all documents, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all filesnotes, lettersdrawings, memoranda, reports, recordsspecifications, data, sketches, drawings, laboratory notebooks, program listings, or and other written, photographic, or other tangible material materials of any nature pertaining to my work with the Company and/or containing Proprietary Information, whether created by and I will not take with me or retain any of the Executive foregoing, any reproduction of any of the foregoing, or othersany Proprietary Information that is embodied in a tangible medium of expression. For purposes of the third and fourth sentence of this Section 1(b), Proprietary Information shall include confidential or proprietary information the Company has received and may in the future receive from third parties, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered is subject to the Company, upon ’s obligation to maintain the earlier confidentiality of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or information and to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveit only for certain limited purposes.

Proprietary Information. (a) The Executive agrees You agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of In consideration for the Company sharing with you the Company. The Executive ’s Proprietary Information, you agree (a) that you will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company or use the same for any purposes (other than in the performance of his/her your duties as an employee a member of the CompanyBoard) without written approval by an executive officer of the Company, either during or after his/her employment with you serve as a member of the CompanyBoard, unless and until such Proprietary Information has become public knowledge without fault by the Executive. your fault, and (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material any materials containing Proprietary Information, whether created by the Executive or others, Information which shall come into his/her your custody or possession, possession shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her your duties for the Company. All such materials or copies thereof and all tangible property of the Company in the your custody or possession of the Executive shall be delivered to the Company, Company upon the earlier of (i) a our request by the Company or (ii) termination of his/her employmentyour service on the Board. After such delivery, the Executive you shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees . You agree that his/her obligation your obligations not to disclose or to use information Proprietary Information and materials of the types set forth in paragraphs (a) containing Proprietary Information and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to you or the Company or to the ExecutiveCompany.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the CompanyKEYW’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyKEYW. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programshardware, software and related designs, product costs, specifications and pricing, bid practices and procedures, contract costs and pricing, the terms and conditions of any joint venture, strategic partnership and other contractual arrangements, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyKEYW. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company KEYW or use the same for any purposes (other than in the performance of his/his or her duties as an employee of the CompanyKEYW) without written approval by an executive officer of the Company, either during or after his/his or her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/his or her custody or possession, shall be and are the exclusive property of the Company KEYW to be used by the Executive Employee only in the performance of his/his or her duties for the CompanyKEYW. All such materials or copies thereof and all tangible property of the Company KEYW in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company KEYW or (ii) termination of his/his or her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/his or her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/his or her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company KEYW or suppliers to the Company KEYW or other third parties who may have disclosed or entrusted the same to the Company KEYW or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “All Proprietary Information”) is and Information shall be the exclusive sole property of the CompanyCompany and its successors and assigns, and the Company and its successors and assigns shall be the sole owner of all patents and other rights in connection therewith. By way The Employee hereby assigns to the Company any rights he/she may have or acquire in such Proprietary Information, and agrees to take such action and sign such documents from time to time as the Company reasonably requires to effect or confirm such assignment. (b) At all times, both during the term of illustrationthis Agreement and thereafter until such information becomes known to the public, but not limitationthe Employee will, subject to the provisions of Section 3 hereof regarding publication, keep in confidence and trust all Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers any other confidential information of the Company. The Executive , and he/she will not use or disclose any Proprietary Information or anything relating to any person or entity other than employees it without the prior written consent of the Company or use the same for any purposes (other than Company, except as may be necessary in the performance ordinary course of performing his/her duties as an employee of the CompanyCompany or as required by law; provided that if disclosure is required by law, the Employee agrees to provide the Company with written notice of such disclosure obligation prior to making such disclosure and no more than two (2) without written approval by an executive officer days after the Employee learns of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executivedisclosure requirement. (bc) The Executive agrees that all files, letters, memoranda, reportsAll documents, records, dataapparatus, sketchesequipment and other physical property, drawings, laboratory notebooks, program listings, whether or other written, photographic, or other tangible material containing not pertaining to Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered furnished to the Company, upon the earlier of (i) a request Employee by the Company or (ii) produced by the Employee or others in connection with the Employee’s services hereunder shall be and remain the sole property of the Company. The Employee will return and deliver such property to the Company as and when requested by the Company. Should the Company not so request at an earlier time, the Employee shall return and deliver all such property upon termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers service as an employee to the Company for any reason, and the Employee will not take with him/her any such property or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveany reproduction of such property upon such termination.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee or unless required by law. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees Employee understands that all informationas a consequence of Employee’s employment by the Employer, whether or not in writing, of a private, secret or proprietary data and confidential nature concerning the Company’s business, business relationships or financial affairs information (collectively, both hereinafter referred to as “Proprietary Information”) relating to the business of the Employer may be disclosed to Employee or developed by Employee which is not generally known in the Employer’s trade and which is of considerable value to the Employer. Such Information includes, without limitation, information about trade secrets, the Employer Inventions (as previously defined), patents, licenses, research projects, costs, profits, markets, sales, customer lists, plans for future development, and any other information of a similar nature to the extent not generally known in the trade. Employee acknowledges and agrees that Employee’s relationship to the Employer with respect to such Information shall be the exclusive property fiduciary in nature. Employee shall not make any use of the Company. By way of illustration, but not limitation, Proprietary any such Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than except in the performance of his/her duties as an employee of Employee’s work for the Company) without written approval Employer; Employee shall maintain such Information in confidence; and Employee shall not disclose to any person not employed by an executive officer of the Company, Employer any such Information at any time either during or after his/her Employee’s employment or use any such Information in connection with other employment, except as authorized, in writing, by a duly empowered officer of the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployer. (b) The Executive agrees that Employee shall deliver promptly to the Employer on termination of Employee’s employment, or at any time the Employer so requests, all filesmemoranda, lettersnotes, memorandarecords, reports, records, data, sketchesmanuals, drawings, laboratory notebooksblueprints, program listingsplans, customer lists, pricing and/or cost data, and all other property or other writtenmaterials belonging to the Employer, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or othersincluding all copies thereof, which shall come into his/her custody Employee then possesses or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyhas under Employee’s control. (c) The Executive agrees Employee covenants that his/her obligation not to disclose or to use information and materials there are no Inventions and/or patents within the scope of the types set forth Employer’s business in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers which Employee held an interest prior to the Company or other third parties who may have disclosed or entrusted the same date of this Agreement and which are not subject to the Company or to the Executivethis Agreement.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, technologies, web based portals or internet algorithms, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer the Chief Executive Officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive, provided, however, that nothing herein shall prevent the Executive from disclosing Proprietary Information to another party, in the ordinary course of business, pursuant to a non-disclosure agreement between the Company and such other party. (b) The Executive agrees that all files, technology, patents, copyrights, letters, memoranda, reports, articles, books, records, data, web-based analyses or reports, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company Company, customers or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveExecutive in the course of the Company’s business.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs, and customer and supplier listsdata, and contacts at or knowledge of customers other materials or prospective customers of information relating to the Company’s business and activities and the manner in which the Company does business. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company except in the performance of his duties or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by the Executive, or unless otherwise required by law. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company’s business.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs, and customer and supplier listsdata, and contacts at or knowledge of customers other materials or prospective customers of information relating to the Company’s business and activities and the manner in which the Company does business. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company except in the performance of his duties or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by the Executive, or unless otherwise required by law. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company’s business. (d) Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or enforcement entity, or from making other disclosures that are protected under applicable whistleblower provisions of federal law and regulation.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the CompanyBeacon Board, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (ai) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) of the Company or any of the Company’s Affiliates is and shall be the exclusive property of the Company or the Company’s Affiliates. By way of illustrationSuch information and know-how shall include, but not limitationbe limited to, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier listslists (collectively, “Proprietary Information.”). Except in connection with, and contacts at or knowledge on a basis consistent with, the performance of customers or prospective customers of his duties hereunder, the Company. The Executive will shall not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or the Company’s Affiliates or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the CompanyBoard, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployment Period. (bii) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, customer lists, customer solicitations or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company or the Company’s Affiliates to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property The Executive agrees to deliver to the Company upon the expiration of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After Employment Period such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertymaterial containing Proprietary Information. (ciii) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (ai) and (bii) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or the Company’s Affiliates or suppliers to the Company or the Company’s Affiliates or other third parties who may have disclosed or entrusted the same to the Company or the Company’s Affiliates or to the ExecutiveExecutive in the course of the Company’s business. (iv) Notwithstanding the foregoing, such Proprietary Information shall not include information which (A) is or becomes generally available or known to the public, other than as a result of any disclosure by the Executive in violation hereof; or (B) is or becomes available to the Executive on a non-confidential basis from any source other than the Company, other than any such source that the Executive knows is prohibited by a legal, contractual, or fiduciary obligation to the Company from disclosing such information. (v) Other than in connection with any requirements pursuant to applicable “whistleblower” statutes, in the event that the Executive is requested pursuant to, or becomes compelled by, any applicable law, regulation, or legal process to disclose any Proprietary Information, the Executive shall provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole and absolute discretion, waive compliance with the terms hereof. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms hereof, the Executive shall furnish only that portion of such Proprietary Information which the Executive is advised by counsel is legally required. The Executive will cooperate with the Company, at the Company’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment will be accorded such Proprietary Information.

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall will be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include includes contemplated or planned marketing, sales, advertising, or public relations plans, methods or techniques; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, compositions, plans, research data, financial data, manufacturing processes or techniques, trade secrets, personnel data, computer programs, customer designs, and client and supplier lists, and contacts at whether or knowledge of customers not copyrightable, trademarketable or prospective customers of the Companylicensable. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same Proprietary Information for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without the fault by of the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, data sketches, drawings, laboratory notebooks, notes, specifications, programs, computer program listings, or other written, written photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come comes into his/her his custody or possession, shall be and are is the exclusive property of the Company Company, to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs Paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company's business.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by the Executivelaw. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (aSections 5(a) and (b) above5(b), and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (aA) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning to comply fully with the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property 's policies relating to nondisclosure of the Company's trade secrets and proprietary information and processes. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers Without limiting the generality of the Company. The foregoing, the Executive will not not, during the term of his employment by the Company, disclose any Proprietary Information such secrets, information, or processes to any person person, firm, corporation, association, or other entity other than employees of the Company or use the same for any reason or purpose whatsoever, nor shall the Executive make use of any such property for his own purposes or for the benefit of any person, firm, corporation, or other entity (other than in the performance of his/her duties as an employee of except the Company) without written approval by an executive officer of the Company, either under any circumstances during or after his/her employment with the term of his employment, provided that after the term of his employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that the Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Company's consent). (B) The Executive hereby sells, unless transfers, and until such Proprietary Information has become public knowledge without fault assigns to the Company all of the entire right, title, and interest of the Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by the Executive. (b) , solely or jointly, during the term of this Agreement, except to the extent prohibited by Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be communicate promptly and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered disclose to the Company, upon the earlier of (i) a request by in such form as the Company requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or (ii) termination of his/her employment. After such deliverythereafter, the Executive shall not retain execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the Company to file and prosecute any patent applications relating to such materials or copies thereof or any such tangible propertyinventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon. (cC) The Trade secrets, proprietary information, and processes shall not be deemed to include information which is: (i) known to the Executive agrees that his/her obligation not to disclose or to use information and materials at the time of the types set forth in paragraphs disclosure; (aii) and publicly known (bor becomes publicly known) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers without the fault or negligence of the Company or suppliers Executive; (iii) received from a third party without restriction and without breach of this Agreement; (iv) approved for release by written authorization of the Company; or (v) required to be disclosed by law; provided, however, -------- ------- that in the event of a proposed disclosure pursuant to this subsection 3.2(C)(v), the recipient shall give the Company or prior written notice before such disclosure is made. In the event of a breach by the Executive of this Section 3.2, in addition to other third parties who may have disclosed or entrusted the same to remedies provided by applicable law, the Company will be entitled to issuance of a temporary restraining order or to the Executivepreliminary injunction enforcing its rights under this Section 3.2.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of of: (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Therefore, the Employee agrees that during the Employment Period, and for a period ending on the earlier of (a) two years after the termination of his employment with the Company or (b) the date on which the Proprietary Information becomes publicly known through no fault of the Employee, the Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer the Chief Executive Officer or Chairman of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, Companies' business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the CompanyCompanies. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company Companies or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of one of the CompanyCompanies, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive. Except as may be required or appropriate in connection with him carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Companies or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Companies (in which case the Executive shall cooperate with the Companies in obtaining a protective order at the Companies' expense against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Companies and those designated by the Companies or on behalf of the Companies in the furtherance of its business or to perform his duties hereunder, any trade secrets, confidential information, knowledge or data relating to the Companies and their businesses and investments, obtained by the Executive during the Executive's employment by the Companies that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company Companies to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyCompanies. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company Companies or suppliers to the Company Companies or other third parties who may have disclosed or entrusted the same to the Company Companies or to the ExecutiveExecutive in the course of the Companies' business.

Proprietary Information. (a) The Executive agrees You agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive You will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her your duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her your employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executiveyou or unless required by law. (b) The Executive agrees You agree that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive you or others, which shall come into his/her your custody or possession, shall be and are the exclusive property of the Company to be used by the Executive you only in the performance of his/her your duties for the Company. All such materials or copies thereof and all tangible property of the Company in the your custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her your employment. After such delivery, the Executive you shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees You agree that his/her your obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her your obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveyou.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive. Except as may be required or appropriate in connection with him carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Company (in which case the Executive shall cooperate with the Company in obtaining a protective order at the Company's expense against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company and those designated by the Company or on behalf of the Company in the furtherance of its business or to perform her duties hereunder, any trade secrets, confidential information, knowledge or data relating to the Company and its businesses and investments, obtained by the Executive during the Executive's employment by the Company that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveExecutive in the course of the Company's business.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial datadata (including sales, costs, profits and pricing methods), personnel data, computer programsprograms (including software used pursuant to a license agreement), customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Except as required by applicable law, the Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without prior written approval by an executive officer from the Board of Directors or a designee of the CompanyBoard of Directors, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, methods, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company and are to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, Company upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs subsections (a) and (b) above, and his/her his obligation to return materials and tangible property set forth in paragraph subsection (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plansplan, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees You agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive You will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her your duties as an employee of the Company) Company without written approval by an executive officer of the Company, either during or after his/her your employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executiveyou or unless required by law. (b) The Executive agrees You agree that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Informationmaterial, whether created by the Executive you or others, which shall come into his/her your custody or possession, shall be and are the exclusive property of the Company to be used by the Executive you only in the performance of his/her your duties for the Company. All such materials or copies thereof and all tangible property of the Company in the your custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her your employment. After such delivery, the Executive you shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees You agree that his/her your obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her your obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveyou.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, Companies' business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the CompanyCompanies. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company Companies or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of one of the CompanyCompanies, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive. Except as may be required or appropriate in connection with him carrying out his duties under this Agreement, the Executive shall not, without the prior written consent of the Companies or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against the Companies (in which case the Executive shall cooperate with the Companies in obtaining a protective order at the Companies' expense against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Companies and those designated by the Companies or on behalf of the Companies in the furtherance of its business or to perform her duties hereunder, any trade secrets, confidential information, knowledge or data relating to the Companies and their businesses and investments, obtained by the Executive during the Executive's employment by the Companies that is not generally available public knowledge (other than by acts by the Executive in violation of this Agreement). (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company Companies to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyCompanies. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company Companies or suppliers to the Company Companies or other third parties who may have disclosed or entrusted the same to the Company Companies or to the ExecutiveExecutive in the course of the Companies' business.

Proprietary Information. (a) The 6.1.1. Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning (i) the Company’s business, 's present or future business relationships or financial affairs, (ii) the research and development or investigation activities of the Company, or (iii) the business relations and affairs of any client, customer or vendor of the Company, of which such information is not generally known to the public, industry or trade, and which the Company takes reasonable steps to safeguard and protect from disclosure (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include includes trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel datadata of other employees, computer programs, programs and customer and supplier lists. Executive shall not at any time, and contacts at either during or knowledge of customers or prospective customers of after employment with the Company. The Executive will not , disclose any Proprietary Information to any person or entity other than employees of others outside the Company except as required in the performance of his duties for the Company (and under an appropriate confidentiality agreement), or as required by law, or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without prior written approval by an executive officer of the Company, either during or after his/her employment with the Company, Company unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The 6.1.2. Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials records or copies thereof and all tangible property of the Company in the Executive’s custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her Executive’s employment. After such delivery, the Executive shall not retain any such materials records or copies thereof or any such tangible property. (c) The 6.1.3. Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) 6.1.1 and (b) 6.1.2 above, and his/her his obligation to return materials records and tangible property property, set forth in paragraph (b) above 6.1.2 above, also extends to such types of information, materials know-how, records and tangible property of clients and customers of the Company or vendors and suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company's business.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plansplan, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, regardless of whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include information about Company’s methods of operation, manufacturing, selling, marketing, promoting or otherwise providing products, goods or services, trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier listsexisting or potential customers, suppliers, officers, directors, agents, vendors, owners, shareholders, contractors, partners, representatives, advisors, and contacts at or knowledge consultants of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information or the terms of this Agreement (collectively, “Confidential Information”) to any person or entity other than employees of outside the Company or use the same for any purposes (other than unauthorized purposes, and will not use or aid others in the performance of his/her duties as an employee of the Company) obtaining or using any such Confidential Information without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Confidential Information has become public knowledge without fault by the Executive. Notwithstanding the foregoing, Executive may disclose any Confidential Information (i) for the benefit of the Company and as necessary to perform the Executive’s duties under this Agreement, (ii) when required by law and then only after consultation with the Company or unless such information is in the public domain, and/or (iii) which relates to the terms of this Agreement to any financial or legal advisors, or family members, of Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listingscomputer programs, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof Company and all tangible property for the benefit of Company in connection with the performance of those duties, and immediately upon the termination of the Company in the custody Executive’s employment, or possession at any other time upon request of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any return to the Company all such materials or copies thereof or any such tangible propertyProprietary Information of the Company. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of affiliates of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveExecutive in the course of the Company’s business.

Proprietary Information. (a) The Executive agrees acknowledges that the Company continually develops Confidential Information, that Executive may develop Confidential Information for the Company and that Executive has had and will have access to and has become and will become aware of and informed of Confidential Information during the course of employment. For purposes of this Agreement, “Confidential Information” means any and all information of the Company that is not generally known by those with whom the Company competes or does business, or with whom the Company plans to compete or do business as of the date of Executive’s termination of employment (as evidenced by the entry of discussions, a letter of intent, or definitive agreement for any such purpose), one or more activities which constitute the business, and any and all information, whether publicly known in whole or not in writingpart or not, of a privatewhich, secret or confidential nature concerning if disclosed by the Company’s businessCompany would assist in competition against them. Confidential Information includes, business relationships or without limitation, such information relating to (i) the development, research, sales, manufacturing, marketing, and financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property activities of the Company. By way , (ii) the products and services of illustrationthe Company, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data(iii) the costs, financial data, personnel data, computer programs, customer and supplier listsperformance, and contacts at or knowledge strategic plans of customers or prospective the Company, (iv) the identity and special needs of the customers of the Company, and (v) the people and organizations with whom the Company has business relationships and the nature and substance of those relationships. The Confidential Information also includes any information that the Company has received, or may receive hereafter, belonging to customers or others with any understanding, express or implied, that the information would not be disclosed. Executive will not disclose any Proprietary Information to any person or entity other than employees shall comply with the policies and procedures of the Company adopted prior to or use during the same Term for any purposes (protecting Confidential Information and shall not disclose and will not directly or indirectly make known, divulge, reveal, furnish, make available or use, other than in as required by applicable law or for the proper performance of his/her Executive’s duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered responsibilities to the Company, upon any Confidential Information. Executive understands that Executive’s obligations under this Section 7 shall continue to apply after the earlier termination of Executive’s employment, regardless of the reason for such termination. The confidentiality obligation under this Section 8 shall not apply to information which (i) a request by is generally known or readily available to the public at the time of disclosure, (ii) becomes generally known through no act on the part of Executive in breach of this Agreement or any other person known to Executive to have an obligation of confidentiality to the Company with respect to such information, (iii) is disclosed in furtherance of Executive’s duties under this Agreement, or (iv) restricts or prohibits Executive from initiating communications directly with, responding to any inquiries from, providing testimony before, providing Confidential Information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Pursuant to 18 U.S.C. § 1833(b) (the Defend Trade Secrets Act of 2016), Executive acknowledges that an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company a complaint or other third parties who document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may have disclosed disclose a trade secret to his or entrusted her attorney and use the same trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to the Company court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or to the Executivecreate liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. §1833(b).

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships relationships, technologies, products, product development and marketing strategics or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniquestrade secrets, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property tangible. property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial datadata (including sales, costs, profits and pricing methods), personnel data, computer programsprograms (including software used pursuant to a license agreement), customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Except as required by applicable law, the Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without prior written approval by an executive officer of from the CompanyChief Executive Officer, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, methods, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company and are to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, Company upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs subsections (a) and (b) above, and his/her his obligation to return materials and tangible property set forth in paragraph subsection (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The 6.1.1. Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning (i) the Company’s business, 's present or future business relationships or financial affairs, (ii) the research and development or investigation activities of the Company, or (iii) the business relations and affairs of any client, customer or vendor of the Company, of which such information is not generally known to the public, industry or trade, and which the Company takes reasonable steps to safeguard and protect from disclosure (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include includes trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel datadata of other employees, computer programs, programs and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not at any time, either during or after employment with the Company, disclose any Proprietary Information to any person or entity other than employees of others outside the Company except as required in the performance of his duties for the Company (and under an appropriate confidentiality agreement), or as required by law, or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without prior written approval by an executive officer of the Company, either during or after his/her employment with the Company, Company unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The 6.1.2. Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials records or copies thereof and all tangible property of the Company in the Executive’s custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her Executive’s employment. After such delivery, the Executive shall not retain any such materials records or copies thereof or any such tangible property. (c) The 6.1.3. Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) 6.1.1 and (b) 6.1.2 above, and his/her his obligation to return materials records and tangible property property, set forth in paragraph (b) above 6.1.2 above, also extends extend to such types of information, materials know-how, records and tangible property of clients and customers of the Company or vendors and suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company's business.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Therefore, the Executive agrees that during the Employment Period, and for a period ending on the earlier of (a) two years after the termination of his employment with the Company or (b) the date on which the Proprietary Information becomes publicly known through no fault of the Executive, the Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer the Chief Executive Officer or Chairman of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret secret, or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and member, customer, and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyits engagement, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee, or to comply with the order of a court exercising jurisdiction of the matter. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her its custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her its duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her its obligation not to disclose or to use information information, know- how, and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records, and tangible property of members of the Company or customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company's business.

Proprietary Information. (a) The Executive BD Sponsored FTE agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plansplan, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive BD Sponsored FTE will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of under the CompanyBD Agreement) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveBD Sponsored FTE. (b) The Executive BD Sponsored FIFE agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive BD Sponsored FTE or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive BD Sponsored FTE only in the performance of his/her duties for the CompanyCompany under the BD Agreement. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive BD Sponsored FTE shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employmentemployment as a BD sponsored FTE under the BD Agreement. After such delivery, the Executive BD Sponsored FTE shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive BD Sponsored FTE agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveBD Sponsored FTE.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. a. Executive acknowledges that certain technological and other information may from time to time be disclosed to Executive by Company during the continuance hereof. Executive hereby acknowledges that all such information and technology, whether currently existing or hereafter developed by Company through or involving the services and efforts of Executive hereunder, shall at all times consist of and be preserved by Executive as valuable trade secrets and confidential information which is proprietary to and owned exclusively by Company, and that Executive does not have, and shall not have or hereafter acquire, any rights in or to any of such information and technology, including without limitation any patents, inventions, discoveries, know-how, trademarks or trade names used or adopted by Company in connection with the design, development, manufacture, or marketing of any financial or mortgage products which at any time during the continuation hereof may be offered or sold by Company. Executive further warrants and agrees that he shall not at any time, whether during the continuance of this Agreement or after its expiration or earlier termination, whether by Executive or by Company, in any manner or form, directly or indirectly, use, disclose, duplicate, license, sell, reveal, divulge, publish or communicate any portion of any such information or technology, nor use, disclose, duplicate, license, sell, reveal, divulge, publish or communicate any other confidential information concerning Company, or any customers or products of Company, to any person, firm or entity. b. Executive acknowledges that the Company possesses information obtained from its customers and clients (a) "Customer Confidences"). Executive agrees never to make use of Customer Confidences for any use not expressly authorized by the Customer whose Customer Confidences are in question. c. The Executive agrees that all informationstyles, whether designs, lists, materials, books, files, reports, correspondence, records and other documents ("Company Materials") used, prepared or not in writingmade available to the Executive, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is shall be and shall be remain the exclusive property of the Company. By way Upon the termination of illustrationemployment or the expiration of this Agreement, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the all Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, Materials shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered returned immediately to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, and the Executive shall not make or retain any such materials or copies thereof or any such tangible propertythereof. (c) The d. Executive agrees that his/her obligation not to disclose or to use information the terms of this Section 9 will survive the term of this Agreement and materials of the types set forth will continue in paragraphs (a) full force and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of effect throughout his tenure with the Company in any capacity, whether as an employee, officer, director or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveoutside consultant.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how related to the activities of the Company, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any purposes (other than in unauthorized purposes, without the performance of his/her duties as an employee of the Company) without prior written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information information has become public knowledge without fault by the Executive. Should the Company authorize the release of Proprietary Information to parties outside the Company, it may, in its sole discretion, require that the Executive obtain written assurances from such third-party(ies) to respect and maintain the confidentiality of such information. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company, and may not be used in a manner detrimental to the Company or its interests. All such materials or copies thereof and all tangible property Executive shall not release Proprietary Information to other employees of the Company in the custody or possession of the Executive unless such employees are authorized to receive such Proprietary Information, and then such release shall be delivered on a "need to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyknow" basis only. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveExecutive in the course of the Company's business. (d) Executive agrees that, upon request of Company or upon termination or expiration, of this Agreement, for any reason, Executive shall return to Company all documents, disks or other computer media, or other materials that have been released to Executive by the Company, or is in his possession or control, that may contain Proprietary Information, or that can be derived from ideas, concepts, creations, or trade secrets and other Proprietary Information. (e) This Section 7.1 is intended to, and shall, expand the protection of Company's trade secrets and confidential and proprietary information. Therefore, this Section shall be interpreted in conjunction with other agreements or Company policies, if any, in order to provide the maximum possible protection to such trade secrets and confidential and proprietary information. Should any term or condition of this Agreement conflict with any other agreement or policy, the most protective term shall apply, so long as such term is enforceable as a matter of law.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material materials containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Advisor agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Advisor will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the CompanyConsultation Period, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) Advisor. The Executive Advisor agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Advisor or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Advisor only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Advisor shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employmentthis Agreement. After such delivery, the Executive Advisor shall not retain any such materials or copies thereof or any such tangible property. (cb) The Executive Advisor agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveAdvisor.

Proprietary Information. (a) The Executive Employee agrees that during the Employment Period and for the twenty-four (24) month period following the expiration or earlier termination of the Employment Period the Employee shall not reveal the business methods or business secrets (all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”inclusive) is and shall be the exclusive property of the Company, its affiliates, or of its customers to anyone other than the Company and authorized customer personnel. By way of illustrationSuch business methods and secrets shall include but are not limited to, but not limitationcomputer programs, Proprietary Information may include data systems, trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, discoveries, projects, developments, plans, research data, clinical data, financial data, pricing policies, personnel data, computer programs, customer and supplier listslists and all other Company, affiliate or customer business and contacts at or knowledge of customers or prospective customers of the Companytechnological information (collectively, “Proprietary Information”). The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee or was known by the Employee prior to the date of the Original Agreement. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of affiliates of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company’s business.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the CompanyKEYW’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyKEYW. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programshardware, software and related designs, product costs, specifications and pricing, bid practices and procedures, contract costs and pricing, the terms and conditions of any joint venture, strategic partnership and other contractual arrangements, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyKEYW. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company KEYW or use the same for any purposes (other than in the performance of his/her Employee’s duties as an employee of the CompanyKEYW) without written approval by an executive officer of the Company, either during or after his/her Employee’s employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her Employee’s custody or possession, shall be and are the exclusive property of the Company KEYW to be used by the Executive Employee only in the performance of his/her Employee’s duties for the CompanyKEYW. All such materials or copies thereof and all tangible property of the Company KEYW in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company KEYW or (ii) termination of his/her Employee’s employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her Employee’s obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her Employee’s obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company KEYW or suppliers to the Company KEYW or other third parties who may have disclosed or entrusted the same to the Company KEYW or to the ExecutiveEmployee.

Proprietary Information. (a) The 6.1.1. Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning (i) the Company’s business, 's present or future business relationships or financial affairs, (ii) the research and development or investigation activities of the Company, or (iii) the business relations and affairs of any client, customer or vendor of the Company, of which such information is not generally known to the public, industry or trade, and which the Company takes reasonable steps to safeguard and protect from disclosure (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include includes trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel datadata of other employees, computer programs, programs and customer and supplier lists. Executive shall not at any time, and contacts at either during or knowledge of customers or prospective customers of after employment with the Company. The Executive will not , disclose any Proprietary Information to any person or entity other than employees of others outside the Company except as required in the performance of his duties for the Company (and under an appropriate confidentiality agreement), or as required by law, or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without prior written approval by an executive officer of the Company, either during or after his/her employment with the Company, Company unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The 6.1.2. Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials records or copies thereof and all tangible property of the Company in the Executive’s custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her Executive’s employment. After such delivery, the Executive shall not retain any such materials records or copies thereof or any such tangible property. (c) The 6.1.3. Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) 6.1.1 and (b) 6.1.2 above, and his/her his obligation to return materials records and tangible property property, set forth in paragraph (b) above 6.1.2 above, also extends extend to such types of information, materials know-how, records and tangible property of clients and customers of the Company or vendors and suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company's business.

Proprietary Information. (a) The Executive Officer agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Executive Officer will not disclose any Proprietary Information to any person or entity other than employees Executives of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her duties as an employee Officer of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by the Executivelaw. (b) The Executive Officer agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive Officer or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive Officer only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Officer shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Officer shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Officer agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (aSections 5(a) and (b) above5(b), and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the CompanyKEYW’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyKEYW. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programshardware, software and related designs, product costs, specifications and pricing, bid practices and procedures, contract costs and pricing, the terms and conditions of any joint venture, strategic partnership and other contractual arrangements, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyKEYW. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company KEYW or use the same for any purposes (other than in the performance of his/her duties as an employee of the CompanyKEYW) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company KEYW to be used by the Executive Employee only in the performance of his/her duties for the CompanyKEYW. All such materials or copies thereof and all tangible property of the Company KEYW in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company KEYW or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company KEYW or suppliers to the Company KEYW or other third parties who may have disclosed or entrusted the same to the Company KEYW or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s =s business, business relationships or financial affairs (collectively, “Proprietary Information”AProprietary Information@) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programsprograms and codes, and customer and supplier lists. Executive shall not, and contacts at either during or knowledge of customers or prospective customers of the Company. The Executive will not after Executive’s employment, disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, Company unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by Executive, or unless otherwise required by law. Nothing in this Agreement reduces Executive’s obligation to comply with applicable laws relating to trade secrets, confidential information and unfair competition. Accordingly, notwithstanding the foregoing, Executive’s obligations under this Section 6.1(a) with respect to Proprietary Information that constitutes a trade secret under applicable law shall continue until such Proprietary Information no longer constitutes a trade secret. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her Executive’s custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her Executive’s duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her Executive’s obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of any Affiliates of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company’s business.

Proprietary Information. (a) The Executive Employee acknowledges and agrees that all information, whether certain non-public information obtained by Employee relating or not in writing, of a private, secret or confidential nature concerning pertaining to the Company’s business's businesses, projects, products, services, trade secrets, confidential information (including customer lists, supplier lists, methods of operations and financial information), unpublished know-how (whether patented or unpatented) and other business relationships or financial affairs information not easily accessible to other persons in the trade (collectively, “the "Proprietary Information”) is and "), are proprietary in nature; provided, however, there shall be excluded from the exclusive property meaning of Proprietary Information any information which is or becomes generally known within the industry through some non-confidential source other than Employee. Employee acknowledges that the Proprietary Information shall be considered by Employee to be confidential, and Employee covenants and agrees not publish, disclose or reveal (whether directly or indirectly) any part of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any entity or person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee own purposes or personal gain or the purposes of other, during the Company) without written approval by an executive officer term of the Company, either during this Agreement or after his/her its termination or expiration. Upon termination (voluntary or otherwise) of Employee's employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of Employee will return to the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered things belonging to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such deliveryand all documents, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) aboverecords, and his/her obligation to return materials notebooks and tangible property set forth articles containing or embodying any Proprietary Information, including copies thereof, then in paragraph (b) above also extends to such types of informationEmployee's possession or control, materials and tangible property of customers of whether prepared by Employee or others, will be left with the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.Company. Employee's Initials _________

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall will be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include includes contemplated or planned marketing, sales, advertising, or public relations plans, methods or techniques; inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, compositions, plans, research data, financial data, manufacturing processes or techniques, trade secrets, personnel data, computer programs, customer designs, and client and supplier lists, and contacts at whether or knowledge of customers not copyrightable, trademarkable or prospective customers of the Companylicensable. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same Proprietary Information for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without the fault by of the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, data sketches, drawings, laboratory notebooks, notes, specifications, programs, computer program listings, or other written, written photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come comes into his/her his custody or possession, shall be and are is the exclusive property of the Company Company, to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs Paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company’s business.

Proprietary Information. (a) For purposes of this Agreement, "proprietary information" shall mean any information relating to the business of Company or any entity in which Company has an ownership interest that has not previously been publicly released by duly authorized representatives of the Company and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs, customer information, customer lists, and all methods, concepts or ideas in or reasonably related to the business of Company or any entity in which Company has an interest. The Executive agrees that to regard and preserve as confidential all proprietary information, whether he has such information in his memory or in writing or other physical form. The Executive will not, without written authority from Company to do so, directly or indirectly, use for his benefit or purposes, nor disclose to others, either during the term of his employment hereunder or thereafter, except as required by the conditions of his employment hereunder or as otherwise required by law, any proprietary information. The Executive agrees not to remove from the premises of the Company or any subsidiary or affiliate of Company, except as an executive of the Company in writingpursuit of the business of the Company or any of its subsidiaries, of a privateaffiliates or any entity in which the Company has an ownership interest, secret or confidential nature concerning except as specifically permitted in writing by the Company’s business, business relationships any document or financial affairs (collectivelyobject containing or reflecting any proprietary information. The Executive recognizes that all such documents and objects, “Proprietary Information”) is and shall be whether developed by him or by someone else during the term of his employment with the Company are the exclusive property of the Company. By way . (b) All proprietary information and all of illustrationthe Executive's interest in trade secrets, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel datatrademarks, computer programs, customer and supplier information, customer lists, employee lists, products, procedure, copyrights and contacts at or knowledge of customers or prospective customers developments hereafter to the end of the Company. The period of employment hereunder developed by Executive will not disclose any Proprietary Information as a result of, or in connection with, his employment hereunder, shall belong to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) ; and without written approval by an executive officer further compensation, but at the Company's expense, forthwith upon request of the Company, either during or after his/her employment with Executive shall execute any and all such assignments and other documents and take any and all such other action as the CompanyCompany may reasonably request in order to vest in the Company all Executive's right, unless title and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that interest in and all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance aforesaid items, free and clear of his/her duties for the Company. All such materials or copies thereof liens, charges and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyencumbrances. (c) The Executive expressly agrees that his/her obligation not to disclose or to use information and materials of the types covenants set forth in paragraphs (a) and (b) aboveSections 9, 10, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types 11 of information, materials and tangible property of customers of the Company or suppliers this Agreement are being given to the Company or other third parties who may have disclosed or entrusted in connection with the same employment of the Executive by the Company and that such covenants are intended to protect the Company against the competition by the Executive, within the terms stated, to the Company or fullest extent deemed reasonable and permitted in law and equity. In the event that the foregoing limitations upon the conduct of the Executive are beyond those permitted by law, such limitations, both as to time and geographical area, shall be, and be deemed to be, reduced in scope and effect to the Executivemaximum extent permitted by law.

Proprietary Information. (a) The Executive agrees You agree that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of In consideration for the Company sharing with you the Company. The Executive ’s Proprietary Information, you agree (a) that you will not disclose any Proprietary Information to any person or entity other than employees or advisors of the Company or use the same for any purposes (other than in the performance of his/her your duties as an employee a member of the CompanyBoard) without written approval by an executive officer of the Company, either during or after his/her employment with you serve as a member of the CompanyBoard, unless and until such Proprietary Information has become public knowledge without fault by the Executive. your fault, and (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material any materials containing Proprietary Information, whether created by the Executive or others, Information which shall come into his/her your custody or possession, possession shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her your duties for the Company. All such materials or copies thereof and all tangible property of the Company in the your custody or possession of the Executive shall be delivered to the Company, Company upon the earlier of (i) a our request by the Company or (ii) termination of his/her employmentyour service on the Board. After such delivery, the Executive you shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees . You agree that his/her obligation your obligations not to To disclose or to use information Proprietary Information and materials of the types set forth in paragraphs (a) containing Proprietary Information and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to you or the Company or to the ExecutiveCompany.

Proprietary Information. a. Executive acknowledges that certain technological and other information may from time to time be disclosed to Executive by Company during the continuance hereof. Executive hereby acknowledges that all such information and technology, whether currently existing or hereafter developed by Company through or involving the services and efforts of Executive hereunder, shall at all times consist of and be preserved by Executive as valuable trade secrets and confidential information which is proprietary to and owned exclusively by Company, and that Executive does not have, and shall not have or hereafter acquire, any rights in or to any of such information and technology, including without limitation any patents, inventions, discoveries, know-how, trademarks or trade names used or adopted by Company in connection with the design, development, manufacture, or marketing of any financial or mortgage products which at any time during the continuation hereof may be offered or sold by Company. Executive further warrants and agrees that he shall not at any time, whether during the continuance of this Agreement or after its expiration or earlier termination, whether by Executive or by Company, in any manner or form, directly or indirectly, use, disclose, duplicate, license, sell, reveal, divulge, publish or communicate any portion of any such information or technology, nor use, disclose duplicate, license, sell, reveal, divulge, publish or communicate any other confidential information concerning Company, or any customers or products of Company, to any person, firm or entity. b. Executive acknowledges that the Company possesses information obtained from its customers and clients (a) "Customer Confidences"). Executive agrees never to make use of Customer Confidences for any use not expressly authorized by the Customer whose Customer Confidences are in question. c. The Executive agrees that all informationstyles, whether designs, lists, materials, books, files, reports, correspondence, records and other documents ("Company Materials") used, prepared or not in writingmade available to the Executive, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is shall be and shall be remain the exclusive property of the Company. By way Upon the termination of illustrationemployment or the expiration of this Agreement, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the all Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, Materials shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered returned immediately to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, and the Executive shall not make or retain any such materials or copies thereof or any such tangible propertythereof. (c) The d. Executive agrees that his/her obligation not to disclose or to use information the terms of this Section 11 will survive the term of this Agreement and materials of the types set forth will continue in paragraphs (a) full force and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of effect throughout his tenure with the Company in any capacity, whether as an employee, officer, director or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executiveoutside consultant.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her his duties as an employee Executive of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by the Executivelaw. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination the Date of his/her employmentTermination. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (aSections 5(a) and (b) above5(b), and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial clinical data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plansplan, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships Inventions and scientific information or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include Company related inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programsprograms and codes, and customer and supplier listslists and information, trade secrets, business plans, investor lists and contacts at information, deal or knowledge transaction information, diagrams, flow charts and product plans, plans for creation, prototypes, acquisition or disposition of customers products or prospective customers publications, expansion plans, financial status, statements and plans, products, improvements, formulas, methods of the Companydistribution, product development plans. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any purposes (other than except in the performance of his/her duties as an employee of or use the Company) same for any unauthorized purposes without written approval by an executive officer of the Company, either during or after his/her employment his employment. As required under and subject to the Acknowledgment, Executive has confirmed with ▇▇▇▇▇▇▇ that he is free of any obligations to ▇▇▇▇▇▇▇ with respect to any inventions or other work product he creates, conceives of or reduces to practice for the Company, unless and until such Company in order that it remain Company Proprietary Information and that ▇▇▇▇▇▇▇ has become public knowledge without fault no claim upon such information other than that required by federal law. Executive has documented his discussions in the ExecutiveAcknowledgement letter dated June 15, 2022, to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chief Executive Officer, Quantum Computing, Inc, attached as Exhibit A, hereto. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of hisher/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company’s business.

Proprietary Information. (aA) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning to comply fully with the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property 's policies relating to nondisclosure of the Company's trade secrets and proprietary information and processes. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers Without limiting the generality of the Company. The foregoing, the Executive will not not, during the term of her employment by the Company, disclose any Proprietary Information such secrets, information, or processes to any person person, firm, corporation, association, or other entity other than employees of the Company or use the same for any reason or purpose whatsoever, nor shall the Executive make use of any such property for her own purposes or for the benefit of any person, firm, corporation, or other entity (other than in the performance of his/her duties as an employee of except the Company) without written approval by an executive officer of the Company, either under any circumstances during or after his/the term of her employment with employment, provided that after the term of her employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that the Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Company's consent). (B) The Executive hereby sells, unless transfers, and until such Proprietary Information has become public knowledge without fault assigns to the Company all of the entire right, title, and interest of the Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by the Executive. (b) , solely or jointly, during the term of this Agreement, except to the extent prohibited by Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be communicate promptly and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered disclose to the Company, upon the earlier of (i) a request by in such form as the Company requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or (ii) termination of his/her employment. After such deliverythereafter, the Executive shall not retain execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the Company to file and prosecute any patent applications relating to such materials or copies thereof or any such tangible propertyinventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon. (cC) The Trade secrets, proprietary information, and processes shall not be deemed to include information which is: (i) known to the Executive agrees that his/her obligation not to disclose or to use information and materials at the time of the types set forth in paragraphs disclosure; (aii) and publicly known (bor becomes publicly known) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers without the fault or negligence of the Company or suppliers Executive; (iii) received from a third party without restriction and without breach of this Agreement; (iv) approved for release by written authorization of the Company; or (v) required to be disclosed by law; provided, however, that in -------- ------- the event of a proposed disclosure pursuant to this subsection 3.2(C)(v), the recipient shall give the Company or prior written notice before such disclosure is made. In the event of a breach by the Executive of this Section 3.2, in addition to other third parties who may have disclosed or entrusted the same to remedies provided by applicable law, the Company will be entitled to issuance of a temporary restraining order or to the Executivepreliminary injunction enforcing its rights under this Section 3.2.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships relationships, technologies, products, product development and marketing strategies or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniquestrade secrets, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property tangible. property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees hereby acknowledges that all informationthe Company may from time to time during the Employment Period disclose, to Executive confidential information pertaining to Holdings and its Subsidiaries or any of their respective Affiliates’ business and affairs, technology, research and development projects and customer and vendor base, including financial information concerning customers and prospective business opportunities. All information and data, whether or not in writing, of a private, secret private or confidential nature concerning the Company’s business, business relationships technology or financial affairs of Holdings and its Subsidiaries and their respective Affiliates and customers (collectively, “Proprietary Information”) is and shall be will remain the sole and exclusive property of Holdings and the Company. By way of illustration, but not limitation, Proprietary Information may will include all trade secrets, inventions, products, processes, methodsmethods of distribution, techniquesinformation relating to customers, formulasvendors and suppliers, compositionsmarketing plans or strategies, compoundsfinancial plans or strategies, research and development, projects, developmentsfinancial records or projections, business plans, research data, financial data, personnel data, computer programsprograms and customer, customer supplier and supplier vendor lists, sales leader lists, mailing lists and contacts at accounts relating to the business operations, technology or knowledge financial affairs of Holdings and its Affiliates, other similar items indicating the source of Holdings’ and its Affiliates’ respective revenue, all information pertaining to the salaries, duties and performance ratings of Holdings’ and its Affiliates’ respective employees and all financial information relating to Holdings’ and its Affiliates’ respective customers and their proposed or prospective customers of the Companycontemplated business transactions. The term “Proprietary Information” shall not include any information that Executive will not disclose any Proprietary Information can establish by reasonable evidence: (a) was known or independently developed by Executive prior to any person or entity other than employees the time of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of receipt from the Company, Holdings, or any of their Affiliates, as applicable, as long as such information was not acquired, either during directly or after his/her employment indirectly, from the Company, Holdings, or an Affiliate, as applicable; (b) is or becomes publicly known through no direct or indirect act, fault or omission of Executive; (c) is or becomes part of the public domain through no direct or indirect act, fault or omission of Executive; or (d) was received by Executive and such receipt was not in connection with any business relationship or prospective business relationship with the Company, Holdings, or any of their Affiliates; provided, however, that a combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or otherwise within such exceptions, as previously described, unless and until the combination itself is in the public domain or otherwise entirely within any one such Proprietary Information has become public knowledge without fault by the Executiveexception. (b) The Executive agrees will not, at any time during or after the Employment Period disclose to any third party or directly or indirectly make use of any such Proprietary Information, other than in connection with Holdings’ and its Affiliates’ business and affairs or disclose the existence or terms of this Agreement; provided, however, that all Executive may disclose the existence and terms of this Agreement to his legal, tax and financial advisors and to any prospective employer so long as Executive informs any such advisor or employer of Executive’s duties and obligations under this Article III and as otherwise required by applicable law. (c) All files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, data or other written, photographic, reproduced or other tangible material containing manifestations of the Proprietary Information, whether created by the Executive or others, to which shall come into his/her custody or possession, shall be and are Executive has access during the exclusive property of the Company to Employment Period will be used by the Executive only in the performance of his/her his duties for the Companyhereunder. All such materials (whether written, printed or copies thereof and all tangible property of otherwise reproduced or recorded) will be returned by Executive to the Company in the custody immediately upon any termination of Executive’s employment hereunder or possession of the any resignation by Executive shall be delivered to or upon any earlier request by the Company, upon the earlier of (i) a request by the Company without Executive retaining any copies, notes or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyexcerpts thereof. (cd) The Executive agrees that his/her Executive’s obligation not to disclose or use Proprietary Information will also extend to use information any and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of all information, materials records, trade secrets, data and other tangible property of Holdings or the Company’s customers of the Company or suppliers to the Company or any other third parties who may have disclosed or entrusted the same to Holdings or the Company or Executive in connection with Holdings’ or the Company’s business operations. (e) Executive’s obligations under this Section 3.5 will continue in effect after any termination of his employment hereunder, whatever the reason or reasons for such termination, and the Company will have the right to communicate with any future or prospective employer of Executive concerning Executive’s continuing obligations under this Section 3.5. Notwithstanding any contrary provision of this Section 3.5, Executive may disclose Proprietary Information as and only to the Executiveextent required by action or order of any governmental authority or court, provided Executive notifies the Company of the substance of such disclosure and the reasons therefor at least 10 business days prior to such disclosure or such lesser period of time as is mandated by such action or order.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Except as otherwise permitted by Section 5(d) below, the Executive will not disclose any Proprietary Information to any person or entity other than employees Executives of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her his duties as an employee Executive of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by the Executivelaw. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (aSections 5(a) and (b) above5(b), and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive. (d) Nothing in this Agreement prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosure obligations, the Executive is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research research, data, clinical data, financial data, personnel data, computer programs, programs and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity others outside the Company other than employees for the Company's purposes and the performance of the Company his services hereunder or use of the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive authorized officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, listings or other written, photographic, photographic or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof , and all tangible property of the Company in the custody or possession of the Executive shall will be delivered to the Company, upon the earlier of (i) a request returned by the Company or (ii) Employee at the termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyhis employment hereunder. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company's business. (d) For the purposes of this Section 7, the "Company" refers to the Company Lifeline and any of their respective affiliates.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships relationships, technologies, products, product development and marketing strategies or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniquestrade secrets, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the CompanyCompany (other than the Executive himself), either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processespresses, methods, techniques, formulas, compositions, compositions compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Companycompany, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company company to be used by the Executive Employee only in the performance of his/her duties for the Companycompany. All such materials or copies thereof and all tangible property of the Company company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (iI) a request by the Company Company, or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's technology business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or of any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company's business.

Proprietary Information. (a) a. The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/his or her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/his or her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) b. The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/his or her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/his or her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/his or her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) c. The Executive agrees that his/his or her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/his or her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) a. The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the CompanyKEYW’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyKEYW. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programshardware, software and related designs, product costs, specifications and pricing, bid practices and procedures, contract costs and pricing, the terms and conditions of any joint venture, strategic partnership and other contractual arrangements, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyKEYW. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company KEYW or use the same for any purposes (other than in the performance of his/her his duties as an employee of the CompanyKEYW) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) b. The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company KEYW to be used by the Executive Employee only in the performance of his/her his duties for the CompanyKEYW. All such materials or copies thereof and all tangible property of the Company KEYW in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company KEYW or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) c. The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company KEYW or suppliers to the Company KEYW or other third parties who may have disclosed or entrusted the same to the Company KEYW or to the ExecutiveEmployee.

Proprietary Information. (aA) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning to comply fully with the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property 's policies relating to nondisclosure of the Company's trade secrets and proprietary information and processes. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers Without limiting the generality of the Company. The foregoing, the Executive will not not, during the term of his employment by the Company, disclose any Proprietary Information such secrets, information, or processes to any person person, firm, corporation, association, or other entity other than employees of the Company or use the same for any reason or purpose whatsoever, nor shall the Executive make use of any such property for his own purposes or for the benefit of any person, firm, corporation, or other entity (other than in the performance of his/her duties as an employee of except the Company) without written approval by an executive officer of the Company, either under any circumstances during or after his/her employment with the term of his employment, provided that after the term of his employment, this provision shall not apply to secrets, information, and processes that are then in the public domain (provided that the Executive was not responsible, directly or indirectly, for such secrets, information, or processes entering the public domain without the Company's consent). (B) The Executive hereby sells, unless transfers, and until such Proprietary Information has become public knowledge without fault assigns to the Company all of the entire right, title, and interest of the Executive in and to all inventions, ideas, disclosures, and improvements, whether patented or unpatented, and copyrightable material, to the extent made or conceived by the Executive. (b) , solely or jointly, during the term of this Agreement, except to the extent prohibited by Section 2870 of the California Labor Code, a copy of which is attached hereto as Exhibit A. The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be communicate promptly and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered disclose to the Company, upon the earlier of (i) a request by in such form as the Company requests, all information, details, and data pertaining to the aforementioned inventions, ideas, disclosures, and improvements; and, whether during the term hereof or (ii) termination of his/her employment. After such deliverythereafter, the Executive shall not retain execute and deliver to the Company such formal transfers and assignments and such other papers and documents as may be required of the Executive to permit the Company to file and prosecute any patent applications relating to such materials or copies thereof or any such tangible propertyinventions, ideas, disclosures, and improvements and, as to copyrightable material, to obtain copyright thereon. (cC) The Trade secrets, proprietary information, and processes shall not be deemed to include information which is: (i) known to the Executive agrees that his/her obligation not to disclose or to use information and materials at the time of the types set forth in paragraphs disclosure; (aii) and publicly known (bor becomes publicly known) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers without the fault or negligence of the Company or suppliers Executive; (iii) received from a third party without restriction and without breach of this Agreement; (iv) approved for release by written authorization of the Company; or (v) required to be disclosed by law; provided, however, that -------- ------- in the event of a proposed disclosure pursuant to this subsection 3.2(C)(v), the recipient shall give the Company or prior written notice before such disclosure is made. In the event of a breach by the Executive of this Section 3.2, in addition to other third parties who may have disclosed or entrusted the same to remedies provided by applicable law, the Company will be entitled to issuance of a temporary restraining order or to the Executivepreliminary injunction enforcing its rights under this Section 3.2.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, regardless of whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs affairs, including the terms of this Agreement, (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include information about Company’s methods of operation, manufacturing, selling, marketing, promoting or otherwise providing products, goods or services, trade secrets, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier listsexisting or potential Customers, suppliers, officers, directors, agents, vendors, owners, shareholders, contractors, partners, representatives, advisors, and contacts at or knowledge consultants of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of outside the Company or use the same for any purposes (other than unauthorized purposes, and will not use or aid others in the performance of his/her duties as an employee of the Company) obtaining or using any such Proprietary Information without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listingscomputer programs, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof Company and all tangible property for the benefit of Company in connection with the performance of those duties, and immediately upon the termination of the Company in the custody Executive’s employment, or possession at any other time upon request of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any return to the Company all such materials or copies thereof or any such tangible propertyProprietary Information of the Company. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of affiliates of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveExecutive in the course of the Company’s business.

Proprietary Information. Unless and until the Closing occurs, the Purchaser shall keep and retain in confidence any and all of the confidential and proprietary information respecting the Company set forth or referenced in the Disclosure Schedule or otherwise provided to the Purchaser by the Company in connection with or in anticipation of the Transactions, irrespective of the form in which it is delivered or when delivered (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “"Proprietary Information”"). Proprietary Information shall not include information that (i) was known by the Purchaser or its Representatives, without an obligation to maintain its confidentiality prior to receipt from the Company or its Representatives, (ii) is and shall be or becomes generally known to the exclusive property public without violation of this Agreement, (iii) is obtained by the Company. By way Purchaser or its Representatives from a third party having the right to disclose it without an obligation of illustrationconfidentiality, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge (iv) is independently developed by the Purchaser or its Representatives without the use or assistance of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information previously disclosed to any person or entity other than employees of the Purchaser in confidence by the Company or use any agent or Representative thereof, in contemplation or furtherance of the same Transactions. In the event the Agreement is terminated prior to Closing for any purposes reason, the Purchaser agrees to return to the Company all of the Proprietary Information subject to this Section 7.3 (including all copies) in its possession or under its control, other than analyses, compilations and derivative works, that is capable of being returned and to purge, shred or otherwise destroy all such Proprietary Information not returned which is capable of being purged, shredded or destroyed. The Purchaser shall, and shall cause each of its Representatives to, keep and maintain all Proprietary Information confidential following any expiration or termination of this Agreement in any case in which Closing does not occur. Nothing herein shall be construed to restrict or prevent the performance of his/her duties as an employee of the Company) without written approval by an executive officer Purchaser and its affiliates from working internally or with other parties in or on or from acquiring other parties that work in or on, fields, products or processes similar or identical to or competitive with those of the Company, either during and such actions shall not be used as a basis for a claim of "inevitable disclosure or after his/her employment with the Company, unless and until such use" of Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees in contravention or breach of this Agreement; provided that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property none of the Company Proprietary Information disclosed to be used by the Executive only Purchaser hereunder or otherwise in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property contemplation of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request Transactions by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain its Representatives is used for any such materials or copies thereof or any such tangible propertypurposes. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Yoshimi agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, or API’s business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyCompany and/or API. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Yoshimi will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company and API or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Companyunauthorized purposes, either during or after his/her employment with the Companyhis retention, unless and until such Proprietary Information has become public knowledge without fault by Yoshimi. Proprietary Information shall not include information and know-how that, prior to the Executiveexecution of this Agreement, has entered the public domain or has been disclosed to the public by the Company or lawfully by others, and shall not include information and know-how required to be disclosed by law, regulation or other governmental requirement. (b) The Executive Yoshimi agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Yoshimi or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Yoshimi only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Yoshimi agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of subsidiaries and joint ventures of the Company and API, customers of the Company and API or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or API or to Yoshimi in the Executivecourse of the Company’s or API’s business.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programsprograms and codes, and customer and supplier lists. Executive shall not, and contacts at either during or knowledge of customers or prospective customers of the Company. The Executive will not after Executive’s employment, disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, Company unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by Executive, or unless otherwise required by law. Nothing in this Agreement reduces Executive’s obligation to comply with applicable laws relating to trade secrets, confidential information and unfair competition. Accordingly, notwithstanding the foregoing, Executive’s obligations under this Section 6.1(a) with respect to Proprietary Information that constitutes a trade secret under applicable law shall continue until such Proprietary Information no longer constitutes a trade secret. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her Executive’s custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her Executive’s duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her Executive’s obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of any Subsidiary, customers of the Company and Subsidiaries or suppliers to the Company and Subsidiaries or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company’s business.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault of the Executive or such disclosure is required by the Executivelaw. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. Notwithstanding the foregoing provisions of this Section 5(b), the parties agree that, if the Executive continues to serve on the Board following the Agreement Term, the Executive may retain all Company property relating to the Executive’s service on the Board. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (aSections 5(a) and (b) above5(b), and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above Section 5(b), also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositionsdesigns, compoundsdrawings, slogans, tests, logos, ideas, practices, projects, developments, plans, research data, financial data, personnel data, computer programs, and customer and supplier listsdata, and contacts at or knowledge of customers other materials or prospective customers of information relating to the Company's business and activities and the manner in which the Company does business. The Executive will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company except in the performance of his duties or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge or generally known within the industry without fault by the Executive, or unless otherwise required by law. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of subsidiaries and joint ventures of the Company, customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to Executive in the Executivecourse of the Company's business. (d) Nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any governmental agency or enforcement entity, or from making other disclosures that are protected under applicable whistleblower provisions of federal law and regulation.

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how, whether or not in writing, of a private, secret or confidential nature concerning the CompanyGroup’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyGroup. By way of illustration, but not limitation, Proprietary Information may include inventions, products, business processes, methods, methods and techniques, formulas, compositions, compounds, ; programming schedules; material terms of contracts; projects, ; developments, ; plans, research data; research, financial data, and personnel data, ; computer programs, customer ; and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will Employee shall not disclose any Proprietary Information to any person or entity other than employees of others outside the Company Group or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee without prior written approval of the Company) without written approval by an executive officer of Chief Employee Officer or the CompanyBoard, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company Group to be used by the Executive Employee only in the performance of his/her his duties for the CompanyGroup. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, Company upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, know-how, materials and tangible property of customers business partners of the Company or suppliers to the Company Group or other third parties who may have disclosed or entrusted the same to the Company Group or to the ExecutiveEmployee in the course of the Group’s business. (d) The provisions of this Section 8 survive the termination of the Employee’s employment and the termination of this Agreement. The Employee acknowledges and agrees that the restrictions contained in this Section 8 are necessary for the protection of the business and goodwill of the Group and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of this Section 8 is likely to cause the Company substantial and irrevocable damage that is difficult to measure and therefore, in the event of any such breach or threatened breach, the Employee agrees that the Company, in addition to such other remedies that may be available, shall have the right to obtain an injunction from a ▇▇▇▇ restraining such a breach or a threatened breach and the right to specific performance of the provisions of this Section 8 without posting a bond and the Employee hereby waives the adequacy of a remedy at law as a defense to such relief.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Propriety Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, data sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Propriety Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the their performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use the information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may shall include the back-end order fulfillment process developed and utilized by the Company in connection with the fulfillment of purchase orders for wireless communications products and services, information concerning the terms of the Company’s strategic partnerships with wireless communications product and service providers, and all inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, source and object codes, customer and supplier lists, know-how and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, electronic, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive Consultant agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “the Company’s Proprietary Information”) which is disclosed to Consultant is and shall be the exclusive property of the Company. By way of illustration, but not limitation, the Company’s Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, data and computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Consultant will not disclose any of the Company’s Proprietary Information to any person or entity other than employees of the Company or employees of Consultant or use the same for any purposes (other than in the performance of his/her his duties as an employee a consultant of the Company) without written approval by an executive officer of the Company, either during or for a period of five (5) years after his/her employment with the Company, term of this Agreement unless and until such of the Company’s Proprietary Information has become public knowledge without fault by the ExecutiveConsultant. (b) The Executive Consultant agrees that all files, files letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, listings or other written, photographic, photographic or other tangible material containing the Company’s Proprietary InformationInformation relating to the services performed hereunder, whether created by the Executive Consultant or others, which shall come into his/her custody or possessionothers during the Consultation Period, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Consultant shall be delivered to the Company, Company upon the earlier of (i) a request by the Company Company; or (ii) termination of his/her employmentthis Agreement. After such delivery, the Executive Consultant shall not retain any such materials or copies thereof or any such tangible property, except one copy for archival purposes. (c) The Executive agrees parties agree that his/her Consultant’s obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her its obligation to return materials and tangible property property, set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers or suppliers of the Company or suppliers to the Company Company, or other third parties who may have disclosed or entrusted the same to the Company. (d) The parties’ obligations under this Section 5.1 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach by the parties of the terms of this Section 5.1; (ii) is generally disclosed to third parties by the Company or the Consultant without restriction on such third parties; (iii) was known to Consultant as of the date of this Agreement as evidenced by documents in possession of Consultant; or (iv) is approved for release by written authorization of the Company. (e) The Consultant represents that the retention as a consultant with the Company and performance under this Agreement does not, and shall not breach any agreement that obligates the Consultant to keep in confidence any trade secrets or confidential or proprietary information of her or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. The Consultant shall not disclose to the ExecutiveCompany any trade secrets or confidential or proprietary information of any other party.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s KEYW's business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyKEYW. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programshardware, software and related designs, product costs, specifications and pricing, bid practices and procedures, contract costs and pricing, the terms and conditions of any joint venture, strategic partnership and other contractual arrangements, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyKEYW. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company KEYW or use the same for any purposes (other than in the performance of his/her Employee's duties as an employee of the CompanyKEYW) without written approval by an executive officer of the Company, either during or after his/her Employee's employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her Employee's custody or possession, shall be and are the exclusive property of the Company KEYW to be used by the Executive Employee only in the performance of his/her Employee's duties for the CompanyKEYW. All such materials or copies thereof and all tangible property of the Company KEYW in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company KEYW or (ii) termination of his/her Employee's employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her Employee's obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her Employee's obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company KEYW or suppliers to the Company KEYW or other third parties who may have disclosed or entrusted the same to the Company KEYW or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee Executive of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, ’ developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which came into his custody and possession as independent contractor to the Company or which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not Without limitation, Proprietary Information may shall include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, development plans, research data, clinical data, confidential communications with regulatory bodies and other third parties, financial data, personnel data, computer programs, customer and supplier lists, and contacts at with or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company with authorization to access the information or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by of the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, electronic, or other tangible material containing Proprietary Information, in any form, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to and will be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties parties, including licensors and licensees, who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research date, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination discontinuation of his/her employmentcontract. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of the customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.

Proprietary Information. (a) The Executive agrees Employee represents and warrants that all information, whether he or not in writing, she will keep the terms and conditions of a private, secret or this Amendment strictly confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose this Amendment nor provide a copy of it or any Proprietary Information part thereof to any third person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault to the extent required by the Executiveapplicable law. (b) The Executive Employee acknowledges and agrees that all fileshe or she will have access to confidential and proprietary information concerning the business and financial activities of the Company and information and technology regarding the Company’s product research and development, lettersincluding without limitation, memorandathe Company’s banking, reportsinvestments, recordsinvestors, dataproperties, sketchesemployees, drawingsmarketing plans, laboratory notebookscustomers, program listingssuppliers, trade secrets, test results, processes, data and know-how, improvements, inventions, techniques and products (actual or other planned). Such information, whether documentary, written, photographic, oral or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possessioncomputer generated, shall be and are the exclusive property of the Company deemed to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered referred to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyas “Proprietary Information”. (c) The Executive agrees Proprietary Information shall exclude information that his/(i) was known to the Employee prior to his or her association with the Company and can be so proven; (ii) shall have appeared in any printed publication or patent or shall have become a part of the public knowledge except as a result of a breach of this Amendment by the Employee; (iii) shall have been received by the Employee from a third party having no obligation not to disclose the Company, (iv) reflects general skills and experience gained during the Employee’s engagement by the Company, or to use (v) reflects information and materials of data generally known within the types set forth industries in paragraphs which the Company transacts business. (ad) The Employee agrees and (b) abovedeclares that all Proprietary Information, including patents and his/her obligation to return materials and tangible other rights in connection therewith shall be the sole property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company and its assigns. At all times, both during his or suppliers her engagement by the Company and after its termination, the Employee will keep in confidence and trust all Proprietary Information, and the Employee will not use or disclose any Proprietary Information or anything relating to it without the written consent of the Company, except as may be necessary in the ordinary course of performing the Employee's duties hereunder and in the best interests of the Company. (e) The Employee recognizes that the Company received and will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Such information shall be deemed “Proprietary Information” for all purposes hereunder, and shall, without limitation of the foregoing, be returned to the Company or other third parties who may have disclosed or entrusted upon termination of the same to Employee’s employment with the Company or pursuant to the ExecutiveSection 5(e) herein. (f) The Employee’s undertakings in this Section 6 shall remain in full force and effect after termination of this Amendment.

Proprietary Information. (a) The Executive Employee understands that as a ----------------------- consequence of Employee's employment by the Employer, proprietary data and confidential information (both hereinafter referred to as "Information") relating to the business of the Employer may be disclosed to Employee or developed by Employee which is not generally known in the Employer's trade and which is of considerable value to the Employer. Such Information includes, without limitation, information about trade secrets, the Employer Inventions (as previously defined), patents, licenses, research projects, costs, profits, markets, sales, customer lists, plans for future development, and any other information of a similar nature to the extent not generally known in the trade. Employee acknowledges and agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning Employee's relationship to the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and Employer with respect to such Information shall be the exclusive property fiduciary in nature. Employee shall not make any use of the Company. By way of illustration, but not limitation, Proprietary any such Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than except in the performance of his/her duties as an employee of Employee's work for the Company) without written approval Employer; Employee shall maintain such Information in confidence; and Employee shall not disclose to any person not employed by an executive officer of the Company, Employer any such Information at any time either during or after his/her Employee's employment or use any such Information in connection with other employment, except as authorized, in writing, by a duly empowered officer of the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployer. (b) The Executive agrees that Employee shall deliver promptly to the Employer on termination of Employee's employment, or at any time the Employer so requests, all filesmemoranda, lettersnotes, memorandarecords, reports, records, data, sketchesmanuals, drawings, laboratory notebooksblueprints, program listingsplans, customer lists, pricing and/or cost data, and all other property or other writtenmaterials belonging to the Employer, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or othersincluding all copies thereof, which shall come into his/her custody Employee then possesses or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyhas under Employee's control. (c) The Executive agrees Employee covenants that his/her obligation not to disclose or to use information and materials there are no Inventions and/or patents within the scope of the types set forth Employer's business in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers which Employee held an interest prior to the Company or other third parties who may have disclosed or entrusted the same date of this Agreement and which are not subject to the Company or to the Executivethis Agreement.

Proprietary Information. (a) The Executive agrees that all informationDuring his employment with the Company and after termination of such employment, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Evenhuis will not disclose any Proprietary Information divulge, furnish, or make accessible to any person anyone or entity other than employees of the Company or use the same for any purposes ▇▇▇ ▇▇ ▇ny way (other than in the performance ordinary course of his/her duties as an employee the business of the Company) without written approval any Proprietary Information of the Company that Evenhuis has acquired during the period of his employment by the Com▇▇▇▇, ▇▇ether developed by himself or by others. "Proprietary Information" means all things tangible and intangible in which the Company has an executive officer actual or claimed property or other right and shall include, but not necessarily be limited to, ideas, inventions, discoveries, computer languages, computer programs, information of any type stored in computer usable form, any data, information, program or materials input on a Company computer, records, files, drawings, documents, equipment, lists of customers, either current, past or prospective, mailing or address lists, financial data, strategic plans, or marketing or sales plans, not otherwise known to the public, and irrespective of whether any or all of these shall be protected by copyright, patent, or any other process. Evenhuis acknowledges that the above-described Proprietary Informati▇▇ ▇▇▇▇▇itutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, either during and that any disclosure or after his/her employment other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. The foregoing obligations of confidentiality will not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known, other than as a direct or indirect result of the breach by Evenhuis of this Agreement or of the Non-Disclosure Agreement, (ii) ▇▇ ▇▇▇▇▇endently made available to Evenhuis in good faith by a third party who has not violated a confi▇▇▇▇▇▇▇ relationship with the Company, unless or (iii) is required to be disclosed by law or legal process. Evenhuis further acknowledges and until such affirms his continuing obligation ▇▇ ▇▇▇▇▇y with the terms and conditions of the Non-Disclosure Agreement. Evenhuis understands and agrees that his obligations under this para▇▇▇▇▇ ▇▇ maintain the confidentiality of the Company's Proprietary Information are in addition to any obligations he has become public knowledge without fault by the Executiveunder applicable statutory or common law. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) For purposes of this Agreement, "proprietary information" shall mean any information relating to the business of Company or any entity in which Company has an ownership interest that has not previously been publicly released by duly authorized representatives of the Company and shall include (but shall not be limited to) information encompassed in all proposals, marketing and sales plans, financial information, costs, pricing information, computer programs, customer information, customer lists, and all methods, concepts or ideas in or reasonably related to the business of Company or any entity in which Company has an interest. The Executive agrees that to regard and preserve as confidential all proprietary information, whether he has such information in his memory or in writing or other physical form. The Executive will not, without written authority from Company to do so, directly or indirectly, use for his benefit or purposes, nor disclose to others, either during the term of his employment hereunder or thereafter, except as required by the conditions of his employment hereunder or a otherwise required by law, any proprietary information. The Executive agrees not to remove from the premises of the Company or any subsidiary or affiliate of Company, except as an executive of the Company in writingpursuit of the business of the Company or any of its subsidiaries , affiliates or any entity in which the Company has an ownership interest, or except as specifically permitted in writing by the Company any document or object containing or reflecting any proprietary information. The Executive recognizes that all such documents and objects, whether developed by him or by someone else during the term of a private, secret or confidential nature concerning his employment with the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be Company are the exclusive property of the Company. By way . (b) All proprietary information and all of illustrationthe Executive's interests in trade secrets, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel datatrademarks, computer programs, customer and supplier information, customer lists, employee lists, products, procedure, copyrights and contacts at or knowledge of customers or prospective customers developments hereafter to the end of the Company. The period of employment hereunder developed by Executive will not disclose any Proprietary Information as a result of, or in connection with, his employment hereunder, shall belong to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her duties as an employee of the Company) ; and without written approval by an executive officer further compensation, but at the Company's expense, forthwith upon request of the Company, either during or after his/her employment with Executive shall execute any and all such assignments and other documents and take any and all such other action as the CompanyCompany may reasonably request in order to vest in the Company all Executive's right, unless title and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that interest in and all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance aforesaid items, free and clear of his/her duties for the Company. All such materials or copies thereof liens, charges and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible propertyencumbrances. (c) The Executive expressly agrees that his/her obligation not to disclose or to use information and materials of the types covenants set forth in paragraphs (a) and (b) aboveSections 9, 10, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types 11 of information, materials and tangible property of customers of the Company or suppliers this Agreement are being given to the Company or other third parties who may have disclosed or entrusted in connection with the same employment of the Executive by the Company and that such covenants are intended to protect the Company against the competition by the Executive, within the terms stated, to the Company or fullest extent deemed reasonable and permitted in law and equity. In the event that the foregoing limitations upon the conduct of the Executive are beyond those permitted by law, such limitations, both as to time and geographical area, shall be, and be deemed to be, reduced in scope and effect to the Executivemaximum extent permitted by law.

Proprietary Information. (a) The Executive Employee agrees that all informationinformation and know-how related to the activities of the Company, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, 's business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, and customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of others outside the Company or use the same for any unauthorized purposes (other than in the performance of his/her duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Companyhis employment, unless and until such Proprietary Information information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information information, know-how and materials records of the types set forth in paragraphs (a) and (b) above, and his/her obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials know-how, records and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee in the course of the Company's business.

Proprietary Information. (a) The Executive Stack agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"the Company's Proprietary Information”") which is disclosed to Stack is and shall be the exclusive property of the Company. By way of illustration, but not limitation, the Company's Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, lists and contacts at or knowledge of customers or prospective customers of the Company. The Executive Stack will not disclose any of the Company's Proprietary Information to any person or entity other than employees of the Company or employees of Stack on a need-to-know basis under this Agreement or use the same for any purposes (other than in the performance of his/her duties as an employee of the Companyits duties) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, term of this Agreement unless and until such of the Company's Proprietary Information has become public knowledge without fault by the ExecutiveStack. (b) The Executive Stack agrees that all files, files letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, listings or other written, photographic, photographic or other tangible material containing the Company's Proprietary InformationInformation relating to the services performed hereunder, whether created by Stack or others during the Executive or others, which shall come into his/her custody or possessionServices Period, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Stack shall be delivered to the Company, Company upon the earlier of (i) a request by the Company Company; or (ii) termination of his/her employmentthis Agreement. After such delivery, the Executive Stack shall not retain any such materials or copies thereof or any such tangible property, except one copy for archival purposes. (c) The Executive Company agrees that his/her all information, whether or not in writing, of a private, secret or confidential nature concerning Stack's business, business relationships or business contacts (collectively, "Stack's Proprietary Information") which is disclosed to the Company is and shall be the exclusive property of Stack. By way of illustration, but not limitation, Stack's Proprietary Information may include inventions, products, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists and contacts at or knowledge of customers or prospective customers of the Company which Stack possessed prior to commencement of the Services Period and which is developed by Stack during the Services Period outside the scope of services being performed by Stack for Company hereunder. The Company will not disclose any of Stack's Proprietary Information to any person or entity (other than employees of the Company) or use the same for any purposes (other than as Stack directs during the performance of its duties under this Agreement) without written approval by Stack, either during or after the term of this Agreement unless and until such of Stack's Proprietary Information has become public knowledge without fault by the Company. (d) The Company agrees that all files letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings or other written, photographic or other tangible material containing Stack's Proprietary Information, shall be and are the exclusive property of Stack. All such materials or copies thereof and all tangible property of Stack in the custody or possession of the Company shall be delivered to Stack upon the earlier of (i) a request by Stack; or (ii) termination of this Agreement. After such delivery, the Company shall not retain any such materials or copies thereof or any such tangible property, except one copy for archival purposes. (e) The parties agree that their obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) ), (b), (c), and (bd) above, and his/her their obligation to return materials and tangible property property, set forth in paragraph paragraphs (b) above and (d) above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to of Stack or the Company Company, or other third parties who may have disclosed or entrusted the same to the Company or to Stack. (f) The parties' obligations under this Section 5.2 shall not apply to any information that (i) is or becomes known to the Executivegeneral public under circumstances involving no breach by the parties of the terms of this Section 5.2; (ii) is generally disclosed to third parties by the Company or Stack without restriction on such third parties; (iii) was known to Company or Stack as of the date of this Agreement as evidenced by documents in possession of Company or Stack; or (iv) is approved for release by written authorization of the Company or Stack. (g) Stack represents that its retention by the Company and its performance under this Agreement does not, and shall not breach any agreement that obligates it to keep in confidence any trade secrets or confidential or proprietary information of it or of any other party or to refrain from competing, directly or indirectly, with the business of any other party. Stack shall not disclose to the Company any trade secrets or confidential or proprietary information of any other party. (h) Stack acknowledges that as of the date hereof the Company has agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. Stack agrees to be bound by all such obligations and restrictions that are known to it and to take all action necessary to discharge the obligations of the Company under such agreements.

Proprietary Information. In consideration of the compensation and other benefits provided for in this Agreement that Executive is not entitled to receive unless she signs and does not rescind acceptance of this Agreement, to the fullest extent permitted by applicable law and except as provided for in Section 7 above: (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s Cimpress’ business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the CompanyCimpress. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the CompanyCimpress. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company Cimpress or use the same for any purposes (other than in the performance of his/her Executive’s duties as an employee of Cimpress up to and including the CompanySeparation Date) without written approval by an executive officer of the CompanyCimpress, either during or after his/her employment with the CompanyCimpress, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Company Cimpress to be used by the Executive only in the performance of his/her duties for the CompanyCimpress. All such materials or copies thereof and all tangible property of the Company Cimpress in the custody or possession of the Executive shall be delivered to the CompanyCimpress, upon the earlier of (i) a request by the Company Cimpress or (ii) termination of his/her employmentthe Separation Date. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her obligation not to disclose or to use information and materials of the types set forth in paragraphs subsections (a) and (b) above, and his/her obligation to return materials and tangible property property, set forth in paragraph subsection (b) above above, also extends to such types of information, materials and tangible property of customers of the Company Cimpress or suppliers to the Company Cimpress or other third parties who may have disclosed or entrusted the same to the Company Cimpress or to the Executive.

Proprietary Information. (a) a. The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research date, clinical data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. In the event the Executive receives a request to disclose all or any part of the Proprietary Information under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, Executive shall (i) immediately notify the Company of the existence, terms and circumstances surrounding such a request, (ii) consult with the Company on the advisability of taking legally available steps to resist or narrow such request, (iii) cooperate with the Company in its efforts to resist or narrow such request and (iv) if disclosure of such information is required, exercise your commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. (b) b. The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination discontinuation of his/her employmenthis contract. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) c. The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of the customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information (i) may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of lenders, contractors and customers or prospective customers of the CompanyCompany and (ii) shall include any information that would be deemed to be subject to the confidentiality provisions of that certain Technology Licensing Agreement, dated May 12, 2000, between Microgy Cogeneration Systems, Inc. and Danish Biogas Technology, A.S., as such agreement may be amended from time to time. The Executive will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee Executive of the Company) without written approval by an executive officer the Chairman of the CompanyBoard of Directors, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the Executive. (b) The Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Proprietary Information, whether created by the Executive or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his/her his employment. After such delivery, the Executive shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Executive.

Proprietary Information. (a) The Executive Employee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s 's business, business relationships or financial affairs (collectively, “"Proprietary Information”") is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Proprietary Information may shall include the back-end order fulfillment process developed and utilized by the Company in connection with the fulfillment of purchase orders for wireless communications products and services, information concerning the terms of the Company's strategic partnerships with wireless communications product and service providers, and all inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, source and object codes, customer and supplier lists, know-how and contacts at or knowledge of customers or prospective customers of the Company. The Executive Employee will not disclose any Proprietary Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his/her his duties as an employee of the Company) without written approval by an executive officer of the Company, either during or after his/her his employment with the Company, unless and until such Proprietary Information has become public knowledge without fault by the ExecutiveEmployee. (b) The Executive Employee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, electronic, photographic, or other tangible material containing Proprietary Information, whether created by the Executive Employee or others, which shall come into his/her his custody or possession, shall be and are the exclusive property of the Company to be used by the Executive Employee only in the performance of his/her his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Executive Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) the termination of his/her his employment. After such delivery, the Executive Employee shall not retain any such materials or copies thereof or any such tangible property. (c) The Executive Employee agrees that his/her his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his/her his obligation to return materials and tangible property property, set forth in paragraph (b) above above, also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the ExecutiveEmployee.