NOW, THEREFORE, for the new Confidential Information the Undersigned will be provided, training that is expected to be made available to the Undersigned and for other good and valuable consideration contained herein and in the Reorganization Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Director Support. The Undersigned agrees to use his or her best efforts to refrain from harming the goodwill and business relationships of STXB, SOTB, CBI, CBNV, CSB and their respective subsidiaries, and their respective customer and client relationships during the term of this Agreement.
2. Non-Disclosure Obligations. The Undersigned agrees that he or she will not make any unauthorized disclosure, directly or indirectly, of any Confidential Information of STXB, SOTB, CBI, CBNV or CSB to third parties, or make any use thereof, directly or indirectly. The Undersigned also agrees that he or she shall deliver promptly to STXB or CBI at any time at its reasonable request, without retaining any copies, all documents and other material in the Undersigneds possession at that time relating, directly or indirectly, to any Confidential Information or other information of STXB, SOTB, CBI, CBNV or CSB, or Confidential Information or other information regarding third parties learned in such persons position as a director, officer, employee or shareholder of CBI, CBNV or CSB, as applicable.
For purposes of this Agreement, Confidential Information means and includes STXBs, SOTBs, CBIs, CBNVs and CSBs confidential and/or proprietary information and/or trade secrets, including those of their respective subsidiaries, that have been and/or will be developed or used and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, but is not limited to, the: information regarding past, current and prospective customers and investors and business affiliates, employees, contractors and the industry not generally known to the public; strategies, methods, books, records and documents; technical information concerning products, equipment, services and processes; procurement procedures, pricing and pricing techniques, including contact names, services provided, pricing, type and amount of services used; financial data; price curves; positions; plans or strategies for expansion or acquisitions; budgets; research; financial and sales data; trading methodologies and terms; communications information; evaluations, opinions and interpretations of information and data; marketing and merchandising techniques; electronic databases; models and the output from the same; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information, including compensation and bonuses; payments or rates paid to consultants or other service providers; other such confidential or proprietary information; and notes, analysis, compilations, studies, summaries and other material prepared by or for STXB, SOTB, CBI, CBNV, CSB or any of their respective subsidiaries containing or based, in whole or in part, on any information included in any of the foregoing. The term Confidential Information does not include any information that (a) at the time of disclosure or thereafter is generally available to and known to the public, other than by a breach of this Agreement by the disclosing party; (b) was available to the disclosing party, prior to disclosure by STXB, SOTB, CBI, CBNV or CSB, as applicable, on a non-confidential basis from a source other than the Undersigned and is not known by the Undersigned, after reasonable investigation, to be subject to any fiduciary, contractual or legal obligations of confidentiality; or (c) was independently acquired or developed by the Undersigned without violating any obligations of this Agreement. The Undersigned acknowledges that STXBs, SOTBs, CBIs, CBNVs and CSBs respective businesses are highly competitive, that this Confidential Information constitutes valuable, special and unique assets to be acquired by STXB in the Merger and constitutes existing valuable, special and unique assets held by CBI, CBNV or CSB pre-Merger, and that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to STXB.