Employee/Contractor acknowledges that in providing the Services under this Agreement, Employee/Contractor may have access to information of the Company and the Company’s clients that is of a confidential or proprietary nature. For purposes of this Agreement, all non-public information (whether orally disclosed, provided electronically, or provided in tangible form, before or after the date of this Agreement) provided by the Company (or on behalf of the Company by one of its officers, directors, employees, representatives or advisors) to Employee/Contractor regarding the Company’s business dealings, clients, intellectual property, operations, affairs, services or products shall be referred to herein as “Confidential Information”. Confidential Information shall also include, but not be limited to: corporate information; strategies, tactics, and methods; employment and compensation information; financial reports or other information; operational information (including, but not limited to, information related to intellectual property, trade secrets, methods, know-how, and other proprietary information); information received by the Company in confidence from customers, strategic partners or others and all notes, analyses, compilations, studies or other documents prepared by Employee/Contractor which contain such information. During the Term and for five (5) years after the termination thereof, Employee/Contractor agrees to receive and hold all of the Confidential Information in strict confidence, and not to disclose such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, or make use of any such information for his own purposes or for the benefit of any person, firm, corporation or other entity (except the Company) under any circumstances.

The provisions of this Paragraph 1 shall not apply to any Confidential Information that: (A) is now or subsequently becomes generally available to the public through no action, directly or indirectly, of Employee/Contractor; (B) Employee/Contractor can demonstrate has been independently developed by Employee/Contractor without reference to Confidential Information; (C) Employee/Contractor can demonstrate was available to Employee/Contractor on a non-confidential basis prior to its production by the Company; (D) is disclosed by Employee/Contractor with the prior written consent of the Company; (E) becomes known to Employee/Contractor on a non-confidential basis from a third party source with no confidentiality obligations to the Company; or (F) is required to be disclosed by law, governmental regulation, or court order (subject to the provisions of Paragraph 11(iii) below).

In the event that Employee/Contractor is requested or required by judicial process to disclose any of the Confidential Information, or any information relating to Employee/Contractor’s opinion, judgment or recommendations concerning the Confidential Information, Employee/Contractor will provide the Company with prompt written notice of such request. Employee/Contractor will not oppose any action by the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

IN WITNESS WHEREOF, the undersigned have duly executed this Independent Employee/Contractor Agreement as of the date first above written.