Common use of Company Goodwill Clause in Contracts

Company Goodwill. Employee acknowledges that DSS is engaged in the business of developing, licensing and selling anti-counterfeiting technologies and products (the “Business”), which is highly competitive. Employee acknowledges that DSS will invest significant time, money, training and resources in Employee to develop and maintain the Business and to otherwise create goodwill. Employee acknowledges that the investments made by DSS directly develop goodwill for new customers of DSS and maintain goodwill for its existing customers. Employee understands and acknowledges that the Confidential Information Employee will have access to as an Employee of DSS is not available to the general public and is not readily ascertainable through public sources, and is DSS’ proprietary trade secret and a unique and valuable asset of DSS. Employee further acknowledges that but for Employee’s employment relationship with DSS, Employee would not have access to the Confidential Information, and that all uses of Confidential Information inure to the benefit of DSS in furtherance of the development of goodwill for its customers. Employee further acknowledges that Employee owes a fiduciary duty to DSS because of Employee’s status as an Employee of DSS, and this duty encompasses a duty to act in good faith and to faithfully serve and be mindful of all of DSS’ interests. Employee also acknowledges that if Employee left the employ of DSS, Employee would be in an advantageous position, because of the Confidential Information provided to Employee, to obtain the Business of and to serve DSS’ customers and to compete with DSS; Employee further acknowledges that Employee’s employment by a competitor of DSS would necessarily require that Employee disclose or use Confidential Information provided to Employee by DSS, and that the use of such Confidential Information to obtain the Business of DSS’ customers and to compete with DSS would be a breach of this Agreement. Therefore, Employee acknowledges that the value of the Business would be seriously diminished if Employee was to violate the confidentiality provisions in Section 1 or if Employee engaged in certain conduct during a certain time period, as set forth in this Section 2 or below in Section 3.

Company Goodwill. Employee Consultant acknowledges that DSS is engaged in the business of developing, licensing and selling anti-counterfeiting technologies and products (the “Business”), which is highly competitive. Employee Consultant acknowledges that DSS will invest significant time, money, training and resources in Employee Consultant to develop and maintain the Business and to otherwise create goodwill. Employee Consultant acknowledges that the investments made by DSS directly develop goodwill for new customers of DSS and maintain goodwill for its existing customers. Employee Consultant understands and acknowledges that the Confidential Information Employee Consultant will have access to as an Employee a Consultant of DSS is not available to the general public and is not readily ascertainable through public sources, and is DSS’ proprietary trade secret and a unique and valuable asset of DSS. Employee Consultant further acknowledges that but for EmployeeConsultant’s employment consultant relationship with DSS, Employee Consultant would not have access to the Confidential Information, and that all uses of Confidential Information inure to the benefit of DSS in furtherance of the development of goodwill for its customers. Employee Consultant further acknowledges that Employee Consultant owes a fiduciary duty to DSS because of EmployeeConsultant’s status as an Employee a Consultant of DSS, and this duty encompasses a duty to act in good faith and to faithfully serve and be mindful of all of DSS’ interests. Employee Consultant also acknowledges that if Employee Consultant left the employ engagement of DSS, Employee Consultant would be in an advantageous position, because of the Confidential Information provided to EmployeeConsultant, to obtain the Business of and to serve DSS’ customers and to compete with DSS; Employee . Consultant further acknowledges that EmployeeConsultant’s engagement or employment by a competitor of DSS would necessarily require that Employee Consultant disclose or use Confidential Information provided to Employee Consultant by DSS, and that the use of such Confidential Information to obtain the Business of DSS’ customers and to compete with DSS would be a breach of this Agreement. Therefore, Employee Consultant acknowledges that the value of the Business would be seriously diminished if Employee Consultant was to violate the confidentiality provisions in Section 1 or if Employee Consultant engaged in certain conduct during a certain time period, as set forth in this Section 2 or below in Section 3.