Employee Confidentiality Agreement

In consideration of my being hired for or the continuation of my employment with Advantus Corporation, Inc. (the “Company”), I agree:

1. Except as the Company may otherwise consent in writing, not to disclose to any person or entity at any time, in whole or in part, either during or subsequent to my employment with the Company any confidential, proprietary, and/or trade secret information, knowledge, or data of the Company that I may receive or develop during my employment with the Company, including but not limited to any information, knowledge or data relating to computer equipment and systems, software, source codes, design coding, programs, processes, procedures, and methods of operation, business plans, marketing, sales, finances, products, and services, customer lists, inventions, discoveries or other matters which are of a secret, proprietary, or confidential nature (the “Confidential Information”). Confidential Information shall not include information that is in the public domain without breach of any obligation to the Company by me or any other person or entity.
2. To use Confidential Information only in the course and scope of my employment as directed by the Company.
3. Not to use for my own personal use or benefit, or for the use or benefit of any other person or entity, all or any part of the Confidential Information.
4. Not to remove any Confidential Information, directly or indirectly, by any means or manner from the premises of the Company.
5. To return to the Company any and all Confidential Information I may have in my possession upon termination of my employment or direction from my manager, and not to thereafter keep or retain in any form or manner, in whole or in part, any such Confidential Information.
6. To notify the Company in writing simultaneously with my execution of this Agreement of any rights I claim in any invention, discovery or idea conceived by me or others prior to the date of this Agreement which may conflict with any rights or property of the Company. In the event of my failure to give such written notice, the Company may assume that no such conflicting invention, discovery or idea exists and I agree that I will make no claims against the Company with respect to the use of any such invention, discovery or idea and any work or the product of any work which I have performed or caused to be performed for the Company.
7. All work I perform and all inventions, ideas, discoveries, developments, improvements and property, whether tangible or intangible, I work on, create or develop during my employment with the Company that relate or are similar to the Company’s business or Confidential Information, whether developed during Company work hours or during my free time, or with Company resources or equipment of my or any other person’s resources or equipment, shall be and remain the property of the Company. Upon request of the Company, I agree to sign such documents as the Company may request to indicate the Company’s ownership of such property.
8. In the event I violate of any of the forgoing provisions, I acknowledge and agree that monetary damages are inadequate and, therefore, the Company is entitled to seek and obtain injunctive relief and, except where not permitted by law, without the posting of any bond or security to obtain the entry of temporary, preliminary and/or permanent injunctions and orders of specific performance enforcing the provisions of this Agreement.
9. In the event I breach this Agreement, I agree to pay all reasonable attorneys’ fees and costs incurred by the Company in the enforcement of any provision of this Agreement with or without suit.
10. This Confidentiality Agreement shall be governed by the laws of the State of Florida and venue shall be Duval County, Florida.
11. Waiver of any term or condition of this Agreement may only be made in writing executed by the Company. Any such waiver shall not waive, or affect the enforceability of, any other term or condition or subsequent violation of the same term or condition waived.
12. Nothing in this Agreement shall affect or modify my employment with the Company as an at-will employee, including without limitation my right or the Company’s right to terminate my employment at any time for any reason.
13. This Confidentiality Agreement constitutes my entire agreement with respect to the subject matter hereof and may not be amended or modified except in writing executed by myself and the Company’s authorized agent.