Juno 2013 Annual Report Download - page 258

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
In consideration of my employment or continued employment by NetZero, Inc. (my “ ”), the compensation I receive, and any
other consideration I have been provided that was conditioned on my execution of this Employee Proprietary Information and Inventions Agreement (the
“”), I agree as follows:

 I understand and agree that this Agreement is intended to benefit Employer and all of its affiliates including , but not limited
to, United Online, Inc. (“”) and all of its current and future direct and indirect parents and subsidiaries and their successors (collectively, the
“”).
 I understand that, during the course of my work as an employee of Employer, I have had and will have
access to Proprietary Information (as defined below) concerning the Company and parties with which the Company has a business relationship. I acknowledge
that the Company has developed, compiled, and otherwise obtained, at great expense, such Proprietary Information. I agree to hold in strict confidence all
Proprietary Information and will not disclose any Proprietary Information to anyone outside of the Company and will not use, copy, publish, summarize, or
remove from Company premises Proprietary Information except during my employment to the extent necessary to carry out my responsibilities as an employee
of Employer. I further agree that the publication of any Proprietary Information through literature or speeches must be approved in advance in writing in
accordance with the Company’s applicable policies and procedures. 

 “” 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.
 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, “” 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.
 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.
 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.
 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