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本保密政策与协议（“保密协议”）规定了您对下文所述的与公司的机密和专有信息以及贸易秘密相关条款的理解和同意。您承认并同意，签署本保密协议是为了足够的对价，包括您被美国水务公司或其子公司（统称“公司”）雇佣或继续雇佣；公司向您提供某些下文描述的机密和专有信息以及贸易秘密的访问权限；以及公司愿意为您提供有价值的机会、对价和/或利益。您进一步承认，本保密协议是作为现有美国水务公司处理敏感信息、网络和信息安全的政策之外的补充。

保护机密业务信息和商业秘密对于公司的利益和成功至关重要。在公司的受雇过程中，员工可能会创建、发现或接收专有和/或机密信息，包括但不限于：关于市场、关键人员、运营方法、专有知识产权、实物资产、未来发展计划、正在进行的项目、买盘信息、手册、书籍、培训材料、表格和流程、政策、客户或潜在客户清单、客户相关数据、营销计划和战略、财务信息、技术信息、技术过程和方法、算法、与上述任何文件相关的文件，以及其他书面和口头材料（无论是电子文件还是实体复本），这些材料与公司的业务相关（统称“机密信息”）。机密信息包括所有形式和类型的财务、商业、科学、技术、经济或工程信息，包括图案、计划、汇编、程序设备、公式、设计、原型、方法、技巧、过程、程序、或代码，无论是有形还是无形的，并无论如何存储、编制或以实体、电子、图形、照片或书面的方式备忘，只要（A）公司已采取合理措施保持此类信息的机密性；以及（B）信息因不被通常人所知晓或无法通过适当手段轻松获知而直接或潜在地获得独立经济价值，可避免或遏制他人从披露或使用信息中获取经济价值。机密信息也可能属于联邦证券法和公司政策所定义的“具有重大、未公开信息”的范畴，这两者均禁止内幕交易。机密信息可能包含在公司文件、计算机程序、数据库、投资者文件、交易策略和分析模型中。机密信息与用于或拟用于跨州或外国商业的产品或服务相关。

保密信息必须被保密并且不得直接或间接地在任何时候复制、披露或使用，除非是为了公司的利益（在法律允许的范围内），直到此类知识或信息非因员工的不当行为而进入公众领域为止。员工不得直接或间接向任何人透露或披露任何保密信息（公司或其关联公司或这些实体雇用或指定需要知晓的人员除外），发布或利用任何保密信息，未经公司明确书面同意；但如果员工参与、合作或作证于任何行动、调查或进行时，并向任何政府机构、立法机关或任何自我监管组织（统称 "监管机构"）提供信息，则无任何事项可禁止或限制员工从中获益。员工可在未告知或未获得公司事先授权的情况下与监管机构进行此类活动。

本文件中的任何内容均不拟干扰或阻止员工善意披露对任何政府实体与被怀疑违法行为相关的情况。员工在将否则受保护的商业秘密或机密或专有信息披露时，既不会也不应根据任何联邦或州的商业秘密法承担刑事或民事责任，只要披露是（i）机密地向联邦、州或地方政府官员直接或间接地披露，或向律师机构，仅用于报告或调查疑似违法行为；或（ii）在诉讼程序或其他诉讼中提交的投诉或其他文件中，只要此类提交是做为密封提交。公司不会因任何员工根据法律进行的披露而对员工进行任何报复。如果员工进行披露，并且员工对公司提起诉讼，指控公司因其披露而对员工进行报复，则员工可以向其律师披露相关的商业秘密或机密信息，并仅在法庭程序中使用该商业秘密或机密信息，只要（i）员工确保包括涉及的商业秘密或机密信息的任何法庭提交是做为密封提交；和（ii）员工除了根据法院命令要求外，不得披露商业秘密或机密信息。

在停止雇用后，雇员应将所有文件或其他资料交付予公司，包括所有该等文件的副本，其中含有或派生自机密信息，他们不得挪用，利用，披露或侵犯公司或其所有联属公司的机密信息（包括从记忆中重建或重组机密信息）。在公司要求下，雇员必须删除或销毁任何和所有个人计算机、电话或储存设备上用于公司用途的文件和/或备份文件，并在公司要求下，交付和/或提供对于公司审查的访问权限给公司任何此类设备，云系统，磁盘，拇指和/或闪存驱动器，并允许公司删除所有这些设备上包含的机密或其他公司专有材料。雇员不得分析、反向工程或以其他方式试图判断公司提供的任何样本或设备的组成或结构，或者这些样本或设备的创建方法，除非经公司书面特别授权。所有样本和设备，无论全部还是部分，均须在公司要求下退还给公司。

本协议的违反将对公司造成无法弥补的损害和重大伤害，难以确定其数量。由于这种损害和伤害仅通过赔偿无法弥补，员工同意公司有权通过强制令（无需提供债券或其他安防，也无需证明实际损害），具体履行或其他合理救济来强制执行本协议，而不影响公司在本协议违反事件中享有的其他权利和救济。员工承认：（i）如果没有扣押令将发生立即和无法弥补的损害；（ii）没有扣押机密信息不会中断员工的正当业务业务运作；及（iii）强制令将不会阻止员工进入雇用关系。您进一步同意，如果有管辖权法院发布临时或永久禁制令，并认定您违反协议条款，公司将有权获得合理费用和成本。

2016年《捍卫商业秘密法案》（“DTSA”）规范本协议的商业秘密方面。否则，本协议的有效性、解释和可执行性将受新泽西州和美利坚合众国法律管辖，不受其法律冲突原则的限制。对于对本保密协议或公司保密政策有疑问的员工，包括对于某些信息是否构成“保密信息”并在此禁止公开披露有疑问的员工，应该联系他们的主管或首席合规官。未经许可使用或泄漏商业秘密或保密信息的员工可能会受到纪律处分，甚至可能被解雇，以及法律行动，即使该员工实际上并未从所泄露的信息中获益。

本协议概述您与AWIP Holdings LLC（“AWIP”）之间的协议，涉及您在美国水务公司（American Water Works Company, Inc.）或其附属公司或子公司（集体称为“公司”）的聘用期间内可能进行的任何发明或创作，以及您对公司机密和专有信息的处理。您确认并同意您签署本协议是出于良好和适当的考虑，包括（a）您受雇于公司或继续受雇于公司；（b）公司向您提供对下列某些机密和专有信息以及商业秘密的存取权；以及（c）公司愿意为您提供有价值的机会、报酬和/或福利。

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.