CONFIDENTIALITY, CREATIVE OWNERSHIP,UNFAIR COMPETITION AND CONFLICTS AGREEMENT

Jan 2020

CONFIDENTIALITY, CREATIVE OWNERSHIP,

UNFAIR COMPETITION AND CONFLICTS AGREEMENT

In connection with my employment with Starcom Worldwide Inc., I will have access to confidential and propriety information and trade secrets concerning Starcom Worldwide Inc., its affiliates, parent, subsidiaries, successors, and/or assigns (the “Company”) and its clients, as well as involvement in creating, maintaining, and/or enhancing Company relationships with clients and employees.

In order to protect its business interests and the interest of its clients, I understand the need for the Company to maintain the confidentiality of such information and to require the restrictions contained in this Agreement. As a condition of my hiring as an employee of Starcom Worldwide, Inc. and for other good and valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows:

  1. Confidentiality
  1. When used in this Agreement “Confidential Information” shall mean all information and compilations of information that I acquire or gain access to during my employment which have not been made public, other than by reason of a breach of my obligations under this Agreement or other improper or illegal means concerning the Company’s and/or its existing or former client’s business, including but not limited to: names of clients or prospective clients, participant lists, marketing strategies, mailing lists, personnel information, billing rates, accounting procedures, revenue information, financial data, advertising ideas, writings (whether or not copyrightable), “know-how,” and ideas and concepts, whether patentable or not, and whether conceived or developed by me on behalf of the Company or made known to me by the Company, and other information or knowledge which a reasonable person would believe to be of a confidential or secretive nature. “Confidential Information” shall also include “trade secrets” as defined by applicable federal and state statutes and common law. The term “Confidential Material” shall mean all physical embodiments, in any medium now known or hereafter devised, of such Confidential Information, including, without limitation, drawings, training manuals, decks (proposals), cassettes, disks, filmstrips, customer lists, contracts, reports, financial reports, manuals, and correspondence. Due to its special value and utility as a compilation, a confidential compilation of information by the Company will remain protected as Confidential Information even if individual items of information in it are public.
  • I recognize that in the performance of my services for the Company, I may gain knowledge of Confidential Information and may have access to Confidential Materials, both of which I acknowledge are valuable and protectable assets and the exclusive property of the Company. I also recognize that I may work directly with the Company’s customers and clients, and develop good will on behalf of the Company with such customers and clients, and that the Company has a vital business interest in protecting such good will.
  • I agree that during and following my employment with the Company, I shall not use, disclose or communicate any Confidential Information or Confidential Materials to or for anyone except as authorized in writing by the Company. However, nothing in this Agreement prohibits me from opposing or reporting an event that I reasonably and in good faith believe is a violation of law to the relevant law-enforcement agency (such as the Securities and Exchange Commission, Equal Employment Opportunity Commission, or Department of Labor), requires notice to or approval from Company before doing so, or prohibits me

from truthfully testifying or cooperating in an investigation conducted by such a government agency. The foregoing may include disclosure of a trade secret but only if the disclosure complies with the Defend Trade Secrets Act of 2016 (“DTSA”). I understand that under the DTSA, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or

  • is made to an attorney in relation to a lawsuit for retaliation against me for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
  • I agree not to remove from the Company’s facilities any Confidential Materials whether created or produced by me or obtained from the Company, except as directed by the Company in writing, and I agree to return all originals and copies such Confidential Materials to the Company upon written request, and in any event upon the termination of my employment with the Company.
  • I agree that I cannot discuss the business of the Company and/or its clients with members of the press or other media without the prior written approval of Company’s Chief Executive Officer or President or the Head of Corporate Communications. If I am subpoenaed or asked to testify concerning any matter learned in the course of, or as a result of, my employment with Company, I will notify one of the above Company officers immediately (prior to any other disclosure, and supplying the Company with a reasonable opportunity to object to any such disclosure) unless such a notification action would be prohibited by law. In addition, when discussing the business of any of the Company and/or its clients I will exercise the utmost discretion.
  • I agree that my failure to abide by each and every confidentiality provision of this Section A would impair the Company’s essential ongoing business plans and arrangements. Because damages to the Company arising from any such violation of this Agreement would be difficult, if not impossible, to ascertain, I agree that, in the event of a threatened or actual breach of my obligations under this Section A, the Company is entitled to seek legal and/or equitable relief as set forth in Section F(1) below.
  • Personal Data
  1. I understand that Company is required to comply with the laws on data protection. To help achieve this, there are Publicis Groupe Data Privacy Policies as well as Company policies, which include data breach protocols. I understand that I must read and comply with these policies. Further, I understand and agree that, to the extent my role requires that I handle or process personal data, I must comply with the Publicis Groupe and Company policies.
  • I agree that I must comply with the Company’s data security processes including:
  1. Ensuring that laptops and other devices are encrypted;
  • Using secure passwords, changing them when required and not sharing them with unauthorized colleagues;
  • Locking devices when you are away from the device.
  • If I discover a data breach, I must notify my direct supervisor and the Global Security Office (GSO)

(reportincident@publicisgroupe.com) immediately – and, if practicable, within one hour.  I understand

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that failure to notify a breach or to provide information regarding the same will be treated seriously and disciplinary action may be taken.

  • Creative Ownership
  1. I agree that the Company shall own all intellectual property rights and any and all “Moral Rights” in and to all “Works” as hereinafter defined regardless of whether such ideas and/or materials are created, conceived or produced by me during office hours or at any other time during my employment by The Company. To the fullest extent permitted by law, all Works shall belong to the Company and shall be considered a work made for hire for the Company.
  • To the extent the Company does not own any Work as a work made for hire or to the extent I may have any Moral Rights in and to any Works under any applicable law, I hereby assign to the Company all rights in or with respect to such Works. Such assignment shall include, but not be limited to, all reproduction, distribution, and public display rights, with no limitation on the use of such rights. I also agree to execute all documents reasonably requested by the Company to further evidence the foregoing ownership and assignment and to provide all reasonable assistance to the Company in perfecting or protecting its rights in such Works.
  • “Works” as used herein means all work product, inventions, and works of authorship created or developed by me during any past, current or future employment with or service to the Company including, but not limited to, any and all copy, art, music, slogans, trademarks, service marks, product ideas, inventions, and any and all advertising and promotional ideas and/or intellectual property, computer software, writings (including reports, source and object codes, manuals and other documentation), discoveries, inventions, improvements, ideas and “know-how,” drawings, names, models, trademarks, innovations, and contributions, regardless of what form they may take, and whether or not patentable or copyrightable, which relate directly or indirectly to the Company, or any clients of the Company. Such Works are and shall remain the sole and exclusive property of the Company (and its successors and assigns), regardless of whether such Works are created, conceived or produced by me during office hours or at any other time during my employment by the Company. “Moral Rights” means rights of authors of Works in countries where such rights are recognized which are in addition to, or in lieu of, copyrights and other intellectual property rights, including rights to claim authorship of Works and to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, Works.
  • I acknowledge that I have been notified that notwithstanding anything in this Agreement to the contrary, the invention assignment provisions of this Agreement do not require or create the assignment of my rights in an invention for which no equipment, supplies, facilities, or trade secret information of the Company was used and which was developed entirely on my own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work I performed for the Company.
  • Unfair Competition

During the term of my employment with the Company, and for twelve (12) months after my employment with the Company ends (regardless of the reason for the separation of my employment from the Company), and subject to local law, I agree that I will not, without the prior written consent of the Company, directly or

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indirectly, whether as an employee, officer, director, independent contractor, consultant, stockholder, partner or otherwise, engage in or assist others to:

  1. Engage in any activity or employment in the performance of which any Confidential Information obtained, provided, or otherwise acquired during the term of my employment with the Company is reasonably likely to be used or disclosed, notwithstanding my undertaking to the contrary. This Section D(1) shall not be construed to limit in any way my obligation not to use or disclose Confidential Information as set forth in the Section A above.
  • Attempt in any manner to solicit from any Company client, except on the Company’s behalf, business of the type performed by the Company or to persuade any person, firm or corporation which is a client to cease doing business or to reduce the amount of business which any such client has customarily done or contemplates doing with the Company; or
  • Render any services to any Company client of the type rendered by me to the Company during my employment with the Company, unless such services are rendered as a consultant to the Company, or unless I have the express written permission of the Company to do so; or
  • Provide services of the type provided by the Company to its clients for a competitor of a Company client, unless such services are rendered as a consultant to the Company, or unless I have the express written permission of the Company to do so; or
  • Employ or attempt to employ or assist anyone else to employ any person who is then, or at any time during the 12-month period immediately preceding my termination was, employed by the Company.
  • For purposes of all provisions of this Agreement, “client” means (a) any entity or person that is a client of

Company at the time of my termination for which I provided services directly or through others; (b) any person or entity that was a client at any time during the one-year period immediately preceding the date of my termination and for which I provided services directly or through others; (c) any prospective client to which the Company had made a formal presentation (or similar offering of services) in which I participated, directly or through others, within the 180-day period immediately preceding my termination; and (d) any client or prospective client about which I possess or otherwise retain Confidential Information or Confidential Material at the time of my termination from the Company.

  • Conflicts
  1. I agree that I have a primary business responsibility to the Company and must avoid any activity that may interfere, or may have the appearance of interfering, with this responsibility. Business decisions must be based solely on the best interests of the Company, without regard to personal, family or other outside considerations.
  • Conflicts of interest can arise when my position or responsibilities within the Company present an opportunity for financial gain in addition to the financial rewards of employment. They can also arise when my personal or family interests are, or may be viewed as being, inconsistent with those of the Company and therefore are creating conflicting loyalties. Such conflicting loyalties could cause me to give preference to personal interests, either internal or external, in situations where Company responsibilities should come first.

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  • The Company expects that I will make decisions objectively and in the best interest of the Company and its clients. Simply put, I must avoid any activity, interest, or association which conflicts with – or may be perceived as conflicting with – my judgment of what is in the best interest of the Company and its clients.
  • I may not own, either directly or indirectly through a close family member (such as a spouse, domestic partner, child, or sibling), a financial interest in another ad agency, a client’s competitor or a supplier to the Company or its clients (this does not include ownership of less than 1% of the outstanding shares of a publicly held corporation).
  • I may not conduct business on behalf of the Company with any supplier for which a close relative (such as a spouse, domestic partner, child or sibling) acts as an owner, officer or representative.
  • I agree that I cannot supervise, evaluate, or make hiring or promotion decisions for anyone with whom I have a close personal or family relationship or otherwise attempt in any way, directly or indirectly, to influence employment decisions regarding such person. Family members include spouse, domestic partner, children, parents, and siblings.
  • I understand that personal relationships in the workplace can present an actual or perceived conflict of interest where one individual in the relationship may be in a position to make or influence employment decisions regarding the other. If I find myself in such a relationship, I will notify my Human Resources Representative or Manager so that they may assist me in resolving any potential conflicts. I will not allow such a relationship to disrupt the workplace or interfere with my work or judgment.
  • I may not hold a position in any Company supplier, including media. I may not, without prior disclosure, act as an agent or broker for any third party in selling property or services to a client or supplier. I may not directly or through others sell a third party’s property or services to a Company client or supplier.
  • I also understand that the Janus Book contains the Publicis Groupe corporate policies, as well as Publicis

Groupe’s legal and ethical standards, including, without limitation, compliance with all commercial, tax, labor, employment, and other laws (including the U.S. Foreign Corrupt Practices Act). It applies to every Publicis-affiliated employee, including me and is available to me via the intranet. As a Company employee, I acknowledge that I am required to read it carefully and be familiar with its contents and that I will do so.

  • Acknowledgements
  1. I acknowledge that any violation of this Agreement would cause the Company irreparable harm and that the Company has the right to have the terms of this Agreement enforced by any court having jurisdiction and that money damages alone would not provide an adequate remedy. I agree that this Agreement shall therefore be enforceable both at law and in equity, by injunction or otherwise, and I agree that if the Company prevails in whole or in part in any legal proceedings arising out of its attempt to enforce this Agreement, the Company shall also be entitled to all costs, including reasonable attorney’s fees, incurred by the Company in such proceedings. I acknowledge and agree that it is the parties’ express desire that, should a court determine that any covenant contained in this Agreement is unenforceable because of its scope or duration, the court is to reform or modify the scope and/or duration of such covenant so as to render it enforceable and, such covenant shall be enforced as modified.

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  • I agree that this Agreement does not constitute an agreement by the Company to employ me for any definite period of time, but that my employment is at-will, and may be terminated by me or the Company at any time, with or without cause. I further agree this Agreement is intended to supplement, and not to replace, rights that the Company has or may have under any applicable law, including laws applicable to the protection of trade secrets.
  • I represent and warrant to the Company that I am not now under any obligations to any person, firm or corporation or have any other interest which is inconsistent or in conflict with this Agreement or which would prevent, limit or impair in any way the performance by me of any of the covenants hereunder or of my duties of my said performance of services contemplated hereby.
  • I acknowledge and agree that the terms and conditions of this Agreement shall survive the termination of my providing services for the Company. I acknowledge and agree that this Agreement also is for the benefit of, and enforceable by, any unit, affiliate, subsidiary, successor, assign, or parent of the Company with which I may subsequently become employed or with which I may collaborate with while employed by the Company.
  • I acknowledge and agree that the terms and conditions of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. I agree that any action at law or in equity arising out of or relating to the terms and conditions of this Agreement shall be filed only in the state or federal courts located in or including New York City, New York, and I hereby consent and submit to the exclusive personal jurisdiction in such courts for the purposes of litigating any such action.
  • I agree that I will accept future delivery of this Agreement (and any changes to it) from the Company in digital form, sent electronically through e-mail or by use of the internet, or by use of some other digital delivery device. Further, I agree that future confirmations of my compliance with this Agreement may be delivered by me to the Company electronically through e-mail or by use of the intranet, or by use of some other digital delivery device or process.
  • I acknowledge and agree that any change in my compensation, position, or title with the Company shall not cause this Agreement to terminate and shall not change any of my obligations under this Agreement.
  • I acknowledge and agree that the restrictive periods set forth in this Agreement shall not expire and shall be tolled during any period in which I am in violation of such restrictive periods, and therefore such restrictive periods shall be extended for a period equal to the durations of my violations thereof.

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AGREED TO AND ACCEPTED:

Signature:

Printed Name:

Title:

Date:

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