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本保密政策與協議（「保密協議」）規定了您對下文所述的與公司的機密和專有信息以及貿易祕密相關條款的理解和同意。您承認並同意，簽署本保密協議是爲了足夠的對價，包括您被美國水務公司或其子公司（統稱「公司」）僱傭或繼續僱傭；公司向您提供某些下文描述的機密和專有信息以及貿易祕密的訪問權限；以及公司願意爲您提供有價值的機會、對價和/或利益。您進一步承認，本保密協議是作爲現有美國水務公司處理敏感信息、網絡和信息安全的政策之外的補充。

保護機密業務信息和商業祕密對於公司的利益和成功至關重要。在公司的受僱過程中，員工可能會創建、發現或接收專有和/或機密信息，包括但不限於：關於市場、關鍵人員、運營方法、專有知識產權、實物資產、未來發展計劃、正在進行的項目、買盤信息、手冊、書籍、培訓材料、表格和流程、政策、客戶或潛在客戶清單、客戶相關數據、營銷計劃和戰略、財務信息、技術信息、技術過程和方法、算法、與上述任何文件相關的文件，以及其他書面和口頭材料（無論是電子文件還是實體複本），這些材料與公司的業務相關（統稱「機密信息」）。機密信息包括所有形式和類型的財務、商業、科學、技術、經濟或工程信息，包括圖案、計劃、彙編、程序設備、公式、設計、原型、方法、技巧、過程、程序、或代碼，無論是有形還是無形的，並無論如何存儲、編制或以實體、電子、圖形、照片或書面的方式備忘，只要（A）公司已採取合理措施保持此類信息的機密性；以及（B）信息因不被通常人所知曉或無法通過適當手段輕鬆獲知而直接或潛在地獲得獨立經濟價值，可避免或遏制他人從披露或使用信息中獲取經濟價值。機密信息也可能屬於聯邦證券法和公司政策所定義的「具有重大、未公開信息」的範疇，這兩者均禁止內幕交易。機密信息可能包含在公司文件、計算機程序、數據庫、投資者文件、交易策略和分析模型中。機密信息與用於或擬用於跨州或外國商業的產品或服務相關。

保密信息必須被保密並且不得直接或間接地在任何時候複製、披露或使用，除非是爲了公司的利益（在法律允許的範圍內），直到此類知識或信息非因員工的不當行爲而進入公衆領域爲止。員工不得直接或間接向任何人透露或披露任何保密信息（公司或其關聯公司或這些實體僱用或指定需要知曉的人員除外），發佈或利用任何保密信息，未經公司明確書面同意；但如果員工參與、合作或作證於任何行動、調查或進行時，並向任何政府機構、立法機關或任何自我監管組織（統稱 "監管機構"）提供信息，則無任何事項可禁止或限制員工從中獲益。員工可在未告知或未獲得公司事先授權的情況下與監管機構進行此類活動。

本文件中的任何內容均不擬干擾或阻止員工善意披露對任何政府實體與被懷疑違法行為相關的情況。員工在將否則受保護的商業秘密或機密或專有信息披露時，既不會也不應根據任何聯邦或州的商業秘密法承擔刑事或民事責任，只要披露是（i）機密地向聯邦、州或地方政府官員直接或間接地披露，或向律師機構，僅用於報告或調查疑似違法行為；或（ii）在訴訟程序或其他訴訟中提交的投訴或其他文件中，只要此類提交是做為密封提交。公司不會因任何員工根據法律進行的披露而對員工進行任何報復。如果員工進行披露，並且員工對公司提起訴訟，指控公司因其披露而對員工進行報復，則員工可以向其律師披露相關的商業秘密或機密信息，並僅在法庭程序中使用該商業秘密或機密信息，只要（i）員工確保包括涉及的商業秘密或機密信息的任何法庭提交是做為密封提交；和（ii）員工除了根據法院命令要求外，不得披露商業秘密或機密信息。

在停止雇用後，僱員應將所有文件或其他資料交付予公司，包括所有該等文件的副本，其中含有或派生自機密信息，他們不得挪用，利用，披露或侵犯公司或其所有聯屬公司的機密信息（包括從記憶中重建或重組機密信息）。在公司要求下，僱員必須刪除或銷毀任何和所有個人計算機、電話或儲存設備上用於公司用途的文件和/或備份文件，並在公司要求下，交付和/或提供對於公司審查的訪問權限給公司任何此類設備，雲系統，磁盤，拇指和/或閃存驅動器，並允許公司刪除所有這些設備上包含的機密或其他公司專有材料。僱員不得分析、反向工程或以其他方式試圖判斷公司提供的任何樣本或設備的組成或結構，或者這些樣本或設備的創建方法，除非經公司書面特別授權。所有樣本和設備，無論全部還是部分，均須在公司要求下退還給公司。

本協議的違反將對公司造成無法彌補的損害和重大傷害，難以確定其數量。由於這種損害和傷害僅通過賠償無法彌補，員工同意公司有權通過強制令（無需提供債券或其他安防，也無需證明實際損害），具體履行或其他合理救濟來強制執行本協議，而不影響公司在本協議違反事件中享有的其他權利和救濟。員工承認：（i）如果沒有扣押令將發生立即和無法彌補的損害；（ii）沒有扣押機密信息不會中斷員工的正當業務業務運作；及（iii）強制令將不會阻止員工進入僱用關係。您進一步同意，如果有管轄權法院發布臨時或永久禁制令，並認定您違反協議條款，公司將有權獲得合理費用和成本。

2016年《捍衛商業秘密法案》（“DTSA”）規範本協議的商業秘密方面。否則，本協議的有效性、解釋和可執行性將受新澤西州和美利堅合眾國法律管轄，不受其法律衝突原則的限制。對於對本保密協議或公司保密政策有疑問的員工，包括對於某些信息是否構成“保密信息”並在此禁止公開披露有疑問的員工，應該聯繫他們的主管或首席合規官。未經許可使用或洩漏商業秘密或保密信息的員工可能會受到紀律處分，甚至可能被解雇，以及法律行動，即使該員工實際上並未從所洩露的信息中獲益。

This Agreement sets forth the agreements between you and AWIP Holdings LLC (“AWIP”) concerning any inventions you may make or works you may create in connection with your employment by American Water Works Company, Inc. or one of its affiliates or subsidiaries (collectively, the “Company”) and your treatment of the Company’s confidential and proprietary information. You acknowledge and agree that you are signing this Agreement for good and adequate consideration including (a) your employment by or continuing employment by the Company; (b) the access that the Company is providing you to certain confidential and proprietary information and trade secrets described below; and (c) the Company’s willingness to provide you with valuable opportunities, consideration and/or benefits.

1.0 INVENTIONS. As used in this Agreement, the term “Inventions” means any and all inventions, ideas, and discoveries, including improvements, original works of authorship, designs, formulas, processes, methods, algorithms, computer programs or portions thereof, databases, trade secrets and proprietary information, documentation, and materials made, created, conceived or reduced to practice by you, whether alone or jointly with others.

(i) Prior Inventions. In the space provided below, or on a separate sheet attached to this Agreement, you may list all Inventions (a) that you made prior to your employment by the Company; (b) that you claim belong to you, or that you claim an ownership interest in, or that you claim any other legal right or title in; and (c) in which you wish to retain any claimed ownership or other legal rights (“Prior Inventions”). If you do list such Prior Inventions, you hereby grant to AWIP a royalty-free, irrevocable, perpetual, worldwide license to any Prior Invention that is now or hereafter infringed by a Company product, process, or method of doing business (hereinafter “AWIP Product”) if: (i) you were involved in the development or implementation of that portion of the AWIP Product which infringes your Prior Invention, or (ii) you acquiesced or permitted other Company employees to utilize your Prior Invention in the course of their development or implementation of the AWIP Product, or (iii) upon first learning of the Company’s use of your Prior Invention you do not immediately notify in writing the Company’s Legal Department of the Company’s infringing use of your Prior Invention and the need for a license thereto. If you do not list a Prior Invention, you acknowledge and agree that no such Prior Inventions exist and, to the extent such Prior Inventions do exist, you waive any and all rights or claims of ownership to such Prior Inventions. You understand that your listing of any Prior Invention(s) here does not constitute an acknowledgment by the Company of the existence or extent of such Prior Invention, nor of your ownership of such Prior Inventions. Please do not use this space to disclose an on-going business or project, or a product that you are developing and/or distributing.

(ii) Future Employee inventions. The Company acknowledges and agrees, in accordance with applicable state law, that any Inventions (a) that you develop entirely on your own time; and (b) that you develop without using the Company’s equipment, supplies, facilities, or trade secret information; and (c) that do not result from any work performed by you for the Company; and (d) that do not relate, at the time of conception or reduction to practice, to the Company’s business or products, or to the Company’s actual or demonstrably anticipated research or development, will be owned entirely by you, even if developed by you during the time period in which you are employed by the Company.

(i) Assignment of Inventions to AWIP. You agree that all Inventions that (a) are developed using the equipment, supplies, facilities, or Proprietary Information of the Company; or (b) result from or are suggested by work performed by you for the Company; or (c) are conceived or reduced to practice during your employment by the Company and relate to the business and products, or to the actual or demonstrably anticipated research or development of the Company (“AWIP Inventions”), are the sole and exclusive property of AWIP, and you hereby assign all your right, title and interest in such AWIP Inventions to AWIP. You agree to perform any and all acts requested by AWIP, if any, to perfect this assignment.

(iii) Assignment of Moral Rights to AWIP. In addition, to the extent permitted by law, you hereby transfer and assign any “moral” rights that you may have in any AWIP Invention(s) under any copyright or other law, whether U.S. or foreign. “Moral” rights are defined as (1) the right of attribution (give credit to the author); and (2) the right of integrity in the AWIP Invention (not do something with an AWIP Invention, such as change or add to it, that would have a negative impact on the author’s reputation). You agree to waive and never to assert any such “moral” rights in AWIP Inventions during or after the cessation of your employment with by the Company. You agree that AWIP, its subsidiaries, and its licensees are not required to designate you as the author of any AWIP Inventions when distributed. You also agree that the Company retains sole discretion with regard to how and for what purposes, if any, such AWIP Invention(s) are used.

You acknowledge that all original works of authorship that are made by you (solely or jointly with others) within the scope of your employment by the Company, and that are protectable by copyright, are works made for hire, as that term is defined in the United States Copyright Act (17 U.S.C. § 101). To the extent any works created by you within the scope of your employment cannot be characterized as a work made for hire, you hereby grant, assign and transfer to AWIP all right, title and interest, including all intellectual property in and to works.

You agree (at AWIP’s expense) to assist AWIP in every proper way to obtain and to help AWIP enforce patents, copyrights, and other legal protections for AWIP Inventions in any and all countries. You agree to promptly execute any documents that American Water may reasonably request, or perform such legal acts that may be required, for use in obtaining or enforcing such patents, copyrights, and other legal protections.

2.0 CONFIDENTIAL AND PROPRIETARY INFORMATION. You understand that your employment by the Company creates a relationship of confidence and trust with respect to any information of a confidential, proprietary, and secret nature that may be disclosed to you or otherwise learned by you in the course of your employment at the Company, including but not limited to any confidential information of third parties disclosed to the Company. Such confidential, proprietary, and secret information includes, but is not limited to, information and material relating to past, present, or future Inventions, marketing plans, manufacturing and product plans, technical specifications, hardware designs and prototypes, business strategies, financial information, forecasts, personnel information, processes, methods, algorithms, and customer lists, and is referred to collectively in this Agreement as “Proprietary Information.”

a. Confidentiality of Proprietary Information. You acknowledge and agree that your employment by the Company requires you to keep all Proprietary Information in confidence and trust for the tenure of your employment and thereafter, and that you will not use or disclose Proprietary Information without the written consent of the Company, except as necessary to perform your duties as an employee of the Company. Upon the cessation of your employment with the Company, you will promptly deliver to the Company all documents, electronically-stored information, materials and property of any kind pertaining to your work at the Company, and you agree that you will not take with you any documents, electronically-stored information, materials or copies thereof, or maintain access to such documents, information or materials, through online digital storage services, whether on paper, electronic media or storage devices, magnetic or optical media, or any other medium, containing any Proprietary Information.

a. Information of Others. You agree that during your employment by the Company and thereafter, you will not improperly use or disclose to the Company any confidential, or proprietary, or secret information of your former employer(s) or any other person(s). You further agree that you have not, and during your employment with the Company will not, bring any confidential, proprietary or secret information of your former employer(s) or any other person(s) onto the Company’s property or place any such information on any of the Company’s computer systems or servers.

a. No Conflicting Outside Interests. You agree that during your employment by the Company you will not plan or engage in any other employment, occupations, consulting or other business activities or commitments competitive with or directly related to the Company’s business or products, or to its actual or demonstrably anticipated research or development, nor will you engage in any other activities that conflict with your employment obligations to the Company. Activities and commitments as used herein do not include passive investments in stocks or other financial instruments.

If you are in a supervisory position, except for employees in a supervisory position in California, Illinois, and Oklahoma, during the period of your employment and for a period of one (1) year following the cessation of your employment, you will not, directly or indirectly, solicit, encourage, recruit, or take any action intended to induce Company employees or contractors to terminate their relationship with the Company.

6.0 NO IMPLIED EMPLOYMENT RIGHTS. You understand and agree that no term or provision of this Agreement confers upon you any rights to continued employment by the Company and that no term or provision of this Agreement obligates the Company to employ you for any specific period of time or interferes with or restricts your right or the Company’s right to terminate your employment at any time for any reason and with or without notice, or the Company’s right to terminate your employment for just cause in accordance with the applicable collective bargaining agreement if you are a union employee.

7.0 EQUITABLE RELIEF. A breach of the provisions of sections 1, 2 or 4 of this Agreement would cause irreparable harm and significant injury to the Company, the quantification of which is difficult to ascertain. Because such harm and injury could not be compensable by damages alone, you agree that the Company will have the right to enforce sections 1, 2 or 4 of this Agreement by injunction (without the necessity of a bond or other security and without proving actual damages), specific performance or other equitable relief in addition to any other rights and remedies available to the Company in the event of a breach of this Agreement. You further agree that the Company shall be entitled to its reasonable fees and costs if a court of competent jurisdiction issues a preliminary or permanent injunction against you or a court of competent jurisdiction finds that you breached the terms of the Agreement.

b. Governing Law. This Agreement shall be governed by the laws of the state of New Jersey, without regard to its conflicts of law principles. Any arbitration or judicial action between the parties relating to this Agreement will take place in Camden County, New Jersey, and you and the Company each consent to the personal jurisdiction of and venue in the state and federal courts within Camden County, New Jersey.

c. Successors and Assigns. This Agreement will be binding upon your heirs, executors, administrators and other legal representatives, and will be for the benefit of the Company, its successors and assigns. You specifically acknowledge and agree that the Company may assign its rights and obligations hereunder to any successor entity to the Company by operation of law or otherwise.

d. Entire Agreement. This Agreement, along with Company’s CONFIDENTIALITY POLICY AND AGREEMENT of which you are also required to acknowledge receipt and understanding, sets forth the entire agreement between you and the Company relating to the subject matter of this Agreement. No modification to or amendment of this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by both you and a Company officer. Any subsequent changes in your duties, salary or compensation will not affect the validity or scope of this Agreement.