each Seller Shareholder agrees as
follows:
(A)
AS AN OWNER OF THE SECURITIES, AND AN
EMPLOYEE OF THE COMPANY OR THE COMPANY'S SUBSIDIARY, EACH SELLER SHAREHOLDER HAS
HAD ACCESS TO AND CONTRIBUTED TO INFORMATION AND MATERIALS OF A HIGHLY SENSITIVE
NATURE (INCLUDING CONFIDENTIAL INFORMATION, AS DEFINED BELOW) OF THE COMPANY,
ITS CURRENT AND FUTURE, DIRECT AND INDIRECT, SUBSIDIARIES, PARENT (INCLUDING,
WITHOUT LIMITATION, BUYER), AND RELATED ENTITIES (EACH OF THE FOREGOING, AN
"INSOURCE ENTITY," AND COLLECTIVELY, THE "INSOURCE GROUP").
EACH SELLER
SHAREHOLDER AGREES THAT UNLESS SUCH SELLER SHAREHOLDER FIRST SECURES THE WRITTEN
CONSENT OF AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BUYER, SUCH SELLER
SHAREHOLDER SHALL NOT USE FOR HIS OR HERSELF OR ANYONE ELSE, AND SHALL NOT
DISCLOSE TO OTHERS, ANY CONFIDENTIAL INFORMATION, EXCEPT AS MAY BE NECESSARY FOR
HIM OR HER TO CARRY OUT HIS OR HER DUTIES OR EXCEPT TO THE EXTENT SUCH USE OR
DISCLOSURE IS REQUIRED BY LAW OR ORDER OF ANY GOVERNMENTAL AUTHORITY (IN WHICH
EVENT EACH SELLER SHAREHOLDER SHALL, TO THE EXTENT PRACTICABLE, INFORM THE
COMPANY IN ADVANCE OF ANY SUCH REQUIRED DISCLOSURE, SHALL COOPERATE WITH THE
COMPANY IN ALL REASONABLE WAYS IN OBTAINING A PROTECTIVE ORDER OR OTHER
PROTECTION IN RESPECT OF SUCH REQUIRED DISCLOSURE, AND SHALL LIMIT SUCH
DISCLOSURE TO THE EXTENT REASONABLY POSSIBLE WHILE STILL COMPLYING WITH SUCH
REQUIREMENTS).
EACH SELLER SHAREHOLDER SHALL USE REASONABLE CARE TO SAFEGUARD
CONFIDENTIAL INFORMATION AND TO PROTECT IT AGAINST DISCLOSURE, MISUSE,
ESPIONAGE, LOSS AND THEFT.
(B)
(I) EACH SELLER SHAREHOLDER FURTHER AGREES
THAT, AT ANY TIME REQUESTED, SUCH SELLER SHAREHOLDER SHALL PROMPTLY DELIVER TO
THE COMPANY ALL CONFIDENTIAL INFORMATION AND OTHER INTELLECTUAL PROPERTY OF THE
INSOURCE GROUP IN SUCH SELLER SHAREHOLDER'S POSSESSION AND CONTROL AND ALL
COPIES
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THEREOF, IN WHATEVER FORM OR MEDIUM, INCLUDING, WITHOUT LIMITATION, WRITTEN
RECORDS, OPTICAL AND MAGNETIC MEDIA, AND ALL OTHER MATERIALS CONTAINING OR
EMBODYING ANY SUCH INTELLECTUAL PROPERTY.
IF THE COMPANY REQUESTS, EACH SELLER
SHAREHOLDER SHALL PROMPTLY PROVIDE WRITTEN CONFIRMATION THAT SUCH SELLER
SHAREHOLDER HAS RETURNED ALL SUCH MATERIALS.
(C)
EACH SELLER SHAREHOLDER AGREES THAT THE
COMPANY AND ITS SUBSIDIARIES HAVE RECEIVED FROM THIRD PARTIES THEIR CONFIDENTIAL
OR PROPRIETARY INFORMATION SUBJECT TO A DUTY ON THE COMPANY'S AND ITS
SUBSIDIARIES' PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH INFORMATION AND TO
USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
EACH SELLER SHAREHOLDER AGREES THAT
HE OR SHE OWES THE COMPANY, ITS SUBSIDIARIES AND SUCH THIRD PARTIES A DUTY TO
HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST
CONFIDENCE AND NOT TO DISCLOSE IT TO ANY PERSON, FIRM, OR CORPORATION (EXCEPT AS
NECESSARY IN CARRYING OUT SUCH SELLER SHAREHOLDER'S FUTURE WORK FOR THE COMPANY
OR ITS SUBSIDIARIES CONSISTENT WITH THE COMPANY'S OR SUBSIDIARIES' AGREEMENT
WITH SUCH THIRD PARTY) OR TO USE IT FOR THE BENEFIT OF ANYONE OTHER THAN FOR THE
COMPANY, ITS SUBSIDIARIES OR SUCH THIRD PARTY (CONSISTENT WITH THE COMPANY'S OR
SUBSIDIARIES' AGREEMENT WITH SUCH THIRD PARTY) WITHOUT THE EXPRESS AUTHORIZATION
OF THE COMPANY OR ITS SUBSIDIARIES.
(D)
EACH SELLER SHAREHOLDER ACKNOWLEDGES THAT HE
OR SHE SHALL