THE COMPANY AN OPINION OF COUNSEL THAT NO SUBSEQUENT TRANSFER OF
SUCH SECURITIES SHALL REQUIRE REGISTRATION UNDER THE SECURITIES ACT, THE COMPANY
SHALL PROMPTLY UPON SUCH CONTEMPLATED TRANSFER DELIVER NEW CERTIFICATES FOR SUCH
SECURITIES THAT DO NOT BEAR THE SECURITIES ACT PORTION OF THE LEGEND SET FORTH
IN SECTION 5(A).
IF THE COMPANY IS NOT REQUIRED TO DELIVER NEW CERTIFICATES FOR
SUCH SECURITIES NOT BEARING SUCH LEGEND, THE HOLDER THEREOF SHALL NOT TRANSFER
THE SAME UNTIL THE PROSPECTIVE TRANSFEREE HAS CONFIRMED TO THE COMPANY IN
WRITING ITS AGREEMENT TO BE BOUND BY THE CONDITIONS CONTAINED IN THIS SECTION 5.
7
GENERAL PROVISIONS
6.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
PURCHASER ACKNOWLEDGES
THAT THE INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE SECRETS) OF A
CONFIDENTIAL, PROPRIETARY OR SECRET NATURE OBTAINED BY HER DURING THE COURSE OF
HER PERFORMANCE UNDER THIS AGREEMENT CONCERNING THE BUSINESS OR AFFAIRS OF THE
COMPANY, SOLERA, INC. AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY, SOLERA, INC. OR
SUCH SUBSIDIARIES AND AFFILIATES, INCLUDING INFORMATION CONCERNING ACQUISITION
OPPORTUNITIES IN OR REASONABLY RELATED TO THE COMPANY'S AND SOLERA, INC.'S
BUSINESS OR INDUSTRY OF WHICH PURCHASER BECOMES AWARE DURING THE PERIOD IN WHICH
PURCHASER SERVES AS A MANAGER OF THE COMPANY AND/OR A DIRECTOR OF ANY OF ITS
SUBSIDIARIES (THE "SERVICE PERIOD").
PURCHASER AGREES THAT SHE WILL NOT
DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE FOR HER OWN ACCOUNT ANY CONFIDENTIAL
INFORMATION WITHOUT THE BOARD'S WRITTEN CONSENT, UNLESS AND TO THE EXTENT THAT
THE CONFIDENTIAL INFORMATION, (I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR
USE BY THE PUBLIC OTHER THAN AS A RESULT OF PURCHASER'S ACTS OR OMISSIONS TO
ACT, (II) WAS KNOWN TO PURCHASER PRIOR TO PURCHASER'S SERVICE FOR THE COMPANY,
SOLERA, INC. OR ANY OF THEIR SUBSIDIARIES AND AFFILIATES, OR (III) IS REQUIRED
TO BE DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER.
PURCHASER SHALL
DELIVER TO THE COMPANY AT A SEPARATION, OR AT ANY OTHER TIME THE COMPANY MAY
REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER TAPES,
PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF)
RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE
BUSINESS OF THE COMPANY, SOLERA, INC. AND THEIR RESPECTIVE SUBSIDIARIES AND
AFFILIATES (INCLUDING, WITHOUT LIMITATION, ALL ACQUISITION PROSPECTS, LISTS AND
CONTACT INFORMATION) WHICH SHE MAY THEN POSSESS OR HAVE UNDER HER CONTROL.
(B)
OWNERSHIP OF PROPERTY.
PURCHASER ACKNOWLEDGES THAT ALL DISCOVERIES,
CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS,
PROCESSES, PROGRAMS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, PATENT APPLICATIONS,
COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING ANY CONFIDENTIAL
INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED THERETO, ALL OTHER
PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED INFORMATION (WHETHER OR NOT
PATENTABLE) THAT RELATE TO THE COMPANY'S, SOLERA, INC.'S OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES' OR AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH
AND DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND THAT ARE
CONCEIVED, DEVELOPED, CONTRIBUTED TO, MADE, OR REDUCED TO PRACTICE BY PURCHASER
(EITHER SOLELY OR JOINTLY WITH OTHERS)