Juno 2013 Annual Report Download - page 245

(c) Proprietary Information Defined. I understand that the term “Proprietary Information” in this Agreement means all information and
any idea, in whatever form, tangible or intangible, whether disclosed to or learned or developed by me, pertaining in any manner to the current or proposed
business of the Company unless the information (i) is publicly known through lawful means; (ii) was rightfully in my possession prior to my employment
with the Company as demonstrated by written documents currently in existence; (iii) is disclosed to me without restriction by a third party who rightfully
possesses and discloses the information and who did not learn of it directly from the Company; or (iv) is reasonably known to people in the trade or industry.
Without limiting the scope of the definition, I understand that the Company considers the following to be included in the definition of Proprietary
Information: (i) all client/customer lists and all lists or other compilations containing client, customer or vendor information; (ii) information about products,
proposed products, research, product development, techniques, processes, costs, profits, product pricing, markets, marketing plans, strategies, forecasts,
sales and commissions; (iii) plans for the future development and new product concepts; (iv) all information regarding the Company’s subscribers and all
information regarding the Company’s subscribers compiled by or derived from the Company’s database; (v) the compensation and terms of employment of
other employees; (vi) all other information that has been or will be given to me in confidence by the Company; and (vii) software in various stages of
development, designs, drawings, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts,
computer programs, databases, and other data of any kind and description, including electronic data recorded or retrieved by any means. Proprietary
Information also includes any information described above which the Company obtains from another party and which the Company treats as proprietary or
designates as Proprietary Information whether or not owned or developed by the Company or the other party.
(d) Company Materials. I understand that I will be entrusted with “Company Materials” (as defined below) which are important to the
Company’s business or the business of Company customers or clients. I agree that during my employment, I will not deliver any Company Materials to any
person or entity outside the Company, except as I am required to do in connection with performing my duties for the Company. For purposes of this
Agreement, “Company Materials” are documents, electronic files or any other tangible or electronic items that contain information concerning the business,
operations or plans of the Company or its customers, whether the documents have been prepared by me or others. Company Materials include, but are not
limited to, computers, computer disk drives, computer files, computer disks, documents, code, flowcharts, schematics, designs, graphics, customer lists,
drawings, photographs, customer information, etc.
(e) Information Use Return and Acknowledgement. I agree that I will not retain and I will return all Proprietary Information and all
copies of it in whatever form, as well as all Company Materials, apparatus, equipment and other Company property along with all reproductions, to
Employer after my employment terminates. The only exceptions are (i) my personal copies of records of my compensation; (ii) any agreements between me
and the Company that I have signed; and (iii) my copy of this Agreement. I agree to execute reasonable documentation if requested by Employer upon the
termination of my employment reflecting such return and acknowledging my obligations under this Agreement.
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(f) Prior Actions and Knowledge. I represent and warrant that from the time of my first contact or communication with the Company, I
have held in strict confidence all Proprietary Information and have not disclosed any Proprietary Information to anyone outside of the Company, or used,
copied, published, or summarized any Proprietary Information except to the extent necessary to carry out my responsibilities as an employee of the Employer.
(g) Former Employer Information; Consents. I agree that I will not, during my employment, improperly use or disclose any
confidential information, proprietary information or trade secrets of my former or any concurrent employers. I agree that I will not bring onto the premises of
the Company any document or any property belonging to my former or any concurrent employers unless consented to in writing by them. I represent and
warrant that I have returned all property and confidential information belonging to all prior employers. I also represent and warrant that my performance of
services for Employer will not require any authorization, consent, exemption or other action by any other party and will not conflict with, violate or breach any
agreement, instrument, order, judgment or decree to which I am subject.
(h) Conflicting Employment. I agree that, during the term of my employment, I will not engage in any other employment, occupation,
consulting or other business activity directly related to the business in which the Company is now involved or may become involved during the term of my
employment, nor will I engage in any other business activities that conflict with my obligations to the Company.
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