Employee Confidentiality Agreement

Re: Employment Agreement

This letter will set out the terms and conditions of confidentiality regarding your employment.

1. You acknowledge that during your employment with E.C. Fennell, Inc. (ECF) confidential information of ECF will be disclosed to you and that any unauthorized disclosure of such information to third parties or use other than for ECF’s purposes could cause extensive harm to ECF. Confidential information of ECF includes any and all trade secrets, confidential, private or secret information of ECF including without limitation (i) business and financial information of the employer (ii) business methods and practices of ECF (iii) Marketing strategies of ECF and such information as ECF may from time to time, designate as being confidential to ECF. Confidential information will not include information that is in the public domain or information that falls into the public domain, unless such information falls into the public domain by disclosure or other acts by you, or through your fault. You undertake with ECF that you will not during your employment with ECF or at any time thereafter, unless prior written consent is given by ECF, either directly or indirectly, utilize on your own behalf or on behalf of any other person, firm or company (a "person") or divulge to any other person, except as required by the terms and nature of your employment with ECF, any confidential information of ECF, and you shall use your best endeavors to prevent the unauthorized disclosure or publication of such information. In addition, you agree that you will not copy any confidential information of ECF including any financial information belonging to ECF nor remove same form ECF premises without the express written permission of ECF.

2. While the restrictions in section 1 are considered by you and ECF to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if such restriction shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of ECF, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.

3. You agree that you have been advised by ECF that you should obtain independent legal advice in connection with the terms of this agreement. You confirm that you have either obtained such advice or chosen not to do so and that you fully understand the terms and conditions set out herein and agree to be bound by them.

I understand that my access to confidential or sensitive information entrusted to or maintained by E.C. Fennell, Inc. is approved solely in conjunction with my assigned duties as an employee and not for any other reason.

I may only access information needed to perform legitimate duties as an E.C. Fennell, Inc. employee. I may not make unauthorized changes to institutional information or look up, review, discuss, or analyze restricted or confidential institutional information outside the scope of my role and responsibilities, even if I have access to that information unless authorized to do so by my supervisor.

I may not share company information or access with any unauthorized individual, whether internal or external to the company.

I must safeguard any physical key, ID card or computer network account that enables access to company information. I will not allow others to access confidential or sensitive company information through sharing of access credentials (NETIDs or passwords) or any other means.