Common use of Confidential and Proprietary Information Clause in Contracts

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive agrees that he PC will notnot disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive PC will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that PC may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any PC that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by PC not to disclose to any other person any Confidential Information. PC agrees to be responsible for any breach of this Section by its Representatives. If PC is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its affiliates, advisors, or Representatives, PC will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager's taking of legally available steps to resist or narrow such request. PC further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder PC is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty. In , PC may disclose or produce such casesConfidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, Executive however, that PC shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, both during and after the termination of his employment with the Company, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptionsexceptions (ii) through (v) inclusive, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that which counsel to such party is advised by counsel advises such party that it is they are legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive (a) Business Manager agrees and acknowledges that all materials provided by the Practice to the Business Manager constitute Confidential Information disclosed in confidence and with the understanding that it constitutes valuable business information developed by the Practice at great expenditures of time, effort, and money. Business Manager further agrees that he will it shall not, either directly or indirectly, and Executive will disclose any Confidential Information of the Practice to other persons without the Practice's express written authorization, such Confidential Information shall not permit be used in any Covered Entity which is Controlled by Executive to, either way directly or indirectlyindirectly detrimental to the Practice, divulge and Business Manager will keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to any person or entity or use any such Confidential Information comply with these nondisclosure obligations; provided, however, that Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Business Management Agreement, it being understood and agreed to by Business Manager that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by Business Manager not to disclose to any other person any Confidential Information. Business Manager agrees to be responsible for any breach of this Section by its affiliates, advisors, or Representatives. If Business Manager is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with the Practice or its affiliates, advisors, or Representatives, Business Manager will (i) as provide the Practice with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that the Practice may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with the Practice as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent advisability of the Board Practice's taking of Directorslegally available steps to resist or narrow such request. In Business Manager further agrees that, if in the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company absence of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder Business Manager is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning the Practice to any tribunal legally authorized to request and entitled to receive such Confidential Information or to stand liable for contempt or suffer other censure or penalty. In , Business Manager may disclose or produce such casesConfidential Information to such tribunal without liability hereunder; provided, Executive however, that Business Manager shall promptly provide give the Company with a copy Practice written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent possible, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosedrequired to be disclosed or produced. Executive Upon expiration or termination of this Business Management Agreement by either Party for any reason whatsoever, Business Manager shall immediately return and shall cause its Representatives, affiliates, and independent contractors to immediately return to the Practice all Confidential Information, and Business Manager shall not, and will cause its Representatives, affiliates, and independent contractors not to, thereafter use, appropriate or reproduce such Confidential Information. Business Manager further expressly acknowledges and agrees that any such use, appropriation, or reproduction of any such Confidential Information by any of the foregoing after the expiration or termination of this Agreement will result in irreparable injury to execute the Company’s standard proprietary information Practice, that the remedy at law for the foregoing would be inadequate, and inventions assignment agreement that in the event of any such use, appropriation, or similar agreementreproduction of any such Confidential Information after the termination or expiration of this Agreement, the Practice, in addition to any other remedies or damages available to it, shall be entitled to injunctive or other equitable relief without the necessity of posting a bond, cash, or otherwise, and without the necessity of proving actual damages. Such rights to relief shall not preclude the Practice from other remedies which may be available to it hereunder.

Confidential and Proprietary Information. During the course of Executive’s employment, Executive agrees will be exposed to a substantial amount of confidential and proprietary information, including, but not limited to, financial information, annual reports, audited and unaudited financial reports, operational budgets and strategies, geologic and well data, methods of operation, customer lists, strategic plans, business plans, marketing plans and strategies, new business strategies, merger and acquisition strategies, management systems programs, computer systems, personnel and compensation information and payroll data, and other such reports, documents or information (collectively the “Confidential and Proprietary Information”). Due to Executive’s senior position with the Company and its affiliates, Executive acknowledges that he regularly receives Confidential and Proprietary Information with respect to the Company and/or its affiliates; for the avoidance of doubt, all such information is expressly included in Confidential and Proprietary Information. Executive promises that Executive will notnot retain, take with Executive or make any copies of such Confidential and Proprietary Information in any form, format, or manner whatsoever (including paper, digital or other storage in any form) nor will Executive disclose the same in whole or in part to any person or entity, in any manner either directly or indirectly, and either while the Executive will not permit is employed by the Company or following termination of his employment for any Covered Entity which reason. Excluded from this Agreement is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except information that (i) as required in connection with the performance is or becomes publicly known through no violation of such Executive’s duties to the Company, this Agreement; (ii) as is lawfully received by the Executive from any third party without restriction on disclosure or use; (iii) is required to be included in any report, statement disclosed by law; or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) is expressly approved in writing by the Company for release or other use by the Executive. Executive and the Company also acknowledge that because Executive is a senior executive he will have access to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity information (some of which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant and some of which is not), employees and knowledge about the Company that is extremely valuable to the foregoing exceptions, Executive shall promptly notify Company and which the Company needs to protect for a period of such pending disclosure time after Executive terminates employment. Additionally, the Parties agree that the covenants in this Section 8 are reasonable and assist the Company (at necessary to protect the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential legitimate business interests. Executive and Proprietary Information. If the Company does not obtain such relief after a period agree that is the foregoing restrictive covenants are fair and reasonable under and are freely, voluntarily and knowingly entered into. Further, each party has been given the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by opportunity to consult with legal counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementbefore entering into this Agreement.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, both during and after the termination of his employment with the Company, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s 's duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptionsexceptions (ii) through (v) inclusive, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s 's expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that which counsel to such party is advised by counsel advises such party that it is they are legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee agrees that he will not, either directly or indirectly, and Executive Employee will not permit any Covered Entity which is Controlled by Executive Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such ExecutiveEmployee’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive Employee or any Covered Entity which is Controlled by ExecutiveEmployee, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive Employee or any Covered Entity which is Controlled by ExecutiveEmployee, (v) as required in connection with an audit by any taxing authorityaudits or regulatory inquiries, (vi) as is necessary to enforce this Agreement, (vii) to attorneys and other professional advisors for the purpose of seeking their advice, or (viviii) is made with the express written consent of the Board of Directors. In the event that Executive Employee or any such Covered Entity which is Controlled by Executive Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penaltydisclose. In such cases, Executive Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees Employee shall return all tangible evidence of Confidential and Proprietary Information to execute the CompanyCompany prior to or at the termination of his employment, other than copies of records relating to Employee’s standard proprietary information compensation, benefits, and inventions assignment agreement or similar agreementmatters.

Confidential and Proprietary Information. The Executive acknowledges that in the course of performing services for SemGroup and its Affiliates, Executive may create (alone or with others), learn of, have access to, or receive Confidential and Proprietary Information (as defined in Section 1.19). The Executive recognizes that all such Confidential and Proprietary Information is the sole and exclusive property of SemGroup and its Affiliates or of third parties to which SemGroup or an Affiliate owes a duty of confidentiality, that it is SemGroup’s policy to safeguard and keep confidential all such Confidential and Proprietary Information, and that disclosure of Confidential and Proprietary Information to an unauthorized third party would cause irreparable damage to SemGroup and its Affiliates. Executive agrees that, except as required by the duties of Executive’s employment with SemGroup or any of its Affiliates and except in connection with enforcing Executive’s rights under this Agreement or if compelled by a court or governmental agency, in each case provided that he prior written notice is given to SemGroup, Executive will not, without the written consent of SemGroup, willfully disseminate or otherwise disclose, directly or indirectly, any Confidential and Proprietary Information disclosed to Executive or otherwise obtained by Executive during his employment with SemGroup or its Affiliates, and will take all necessary precautions to prevent disclosure, to any unauthorized individual or entity (whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, SemGroup or any Affiliate), and will use the Confidential and Proprietary Information solely for the benefit of SemGroup and its Affiliates and will not use the Confidential and Proprietary Information for the benefit of any other Person nor permit its use for the benefit of Executive. These obligations shall continue during and after the termination of Executive’s employment for any reason and for so long as the Confidential and Proprietary Information remains Confidential and Proprietary Information. Pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b) to the United States Code), Executive acknowledges that Executive shall not have criminal or civil liability 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 Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any report, statement solely for the purpose of reporting or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any investigating a suspected violation of law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, ; or (vib) is made with in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Further, if Executive files a lawsuit for retaliation by Employer for reporting a suspected violation of law, Executive may disclose the express written consent trade secret to the attorney of Executive and use the Board of Directors. In trade secret information in the event that court proceeding, if Executive or files any such Covered Entity which is Controlled by Executive is required to document containing the trade secret under seal and does not disclose Confidential and Proprietary Information the trade secret, except pursuant to the foregoing exceptions, Executive shall promptly notify the Company court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementSection.

Confidential and Proprietary Information. Executive agrees that he (a) Business Manager will not disclose any Confidential Information of Practice to other persons without Practice Consent. Business Manager will not, either directly or indirectly, use such Confidential Information in a manner detrimental to Practice, and Executive Business Manager will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the foregoing, Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any Business Manager that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section 4.13, and will be directed by Business Manager not to disclose to any other person any Confidential Information. Business Manager shall be responsible for any breach of this Section 4.13 by its affiliates, advisors or Representatives. If Business Manager is required (by interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar legal processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Practice or its affiliates, advisors or Representatives, Business Manager will (i) as provide Practice with prompt prior notice thereof and copies, if possible, and, if not, a description, of the request and the Confidential Information requested or required in connection to be produced so that Practice may seek an appropriate protective order or other protections to enforce the provisions of this Section 4.13, or, alternatively, waive compliance with the performance provisions of such Executive’s duties to the Companythis Section 4.13, and (ii) consult with Practice as required to be included in any report, statement whether Practice should attempt to resist or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to narrow such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that Business Manager is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand produce Confidential Information concerning Practice or, in the alternative, be liable for contempt or suffer other censure or penalty. In , Business Manager may disclose or produce such casesConfidential Information without liability hereunder; provided, Executive however, that Business Manager shall promptly provide give Practice notice of the Company with Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is reasonably practicable and shall use its commercially reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential and Proprietary Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive Employee agrees that he will not, either directly or indirectly, and Executive Employee will not permit any Covered Entity which is Controlled by Executive Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such ExecutiveEmployee’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iviii) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive Employee or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authorityEmployee, or (viiv) is made with the express written consent of the Board of Directors. In the event that Executive Employee or any such Covered Entity which is Controlled by Executive Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees Employee shall return all tangible evidence of Confidential and Proprietary Information to execute the Company’s standard proprietary information and inventions assignment agreement Company prior to or similar agreementat the termination of his employment.

Confidential and Proprietary Information. Executive agrees You acknowledge and reaffirm the validity of the Inventions, Non-Disclosure and Non-Solicitation Agreement (the “Confidentiality Agreement”) that he you previously signed. By signing this Agreement, you acknowledge and agree that you have had access during your employment with the Company to confidential and proprietary information of Company (“Trade Secrets”), and further acknowledge and agree that the release or disclosure of any of the Company’s Trade Secrets will notcause irreparable injury. By signing this Agreement, you acknowledge that you have not used or disclosed, and agree that you will not at any time use or disclose, directly or indirectly, to any other entity or person, any Trade Secrets of the Company, its affiliates, or any officers, directors or employees. You also agree that you will not attempt to gain access to such information through restricted means. You understand that the Company would not provide you with the monies and benefits under this Agreement but for your affirmation of the obligations under the Confidentiality Agreement. You further understand and agree that a violation of this provision is a material breach of this Agreement and may be enforceable against the person making disclosure by injunctive relief and by an award of damages. Nothing herein shall be construed to prevent disclosure of Trade Secrets as may be (1) permitted by the Protected Rights Section, (2) required by applicable law or regulation, pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, or pursuant to a valid subpoena (provided that such disclosure does not exceed the extent of disclosure required by such law, regulation, order, or subpoena), or (3) to a court or government agency to the extent you have a protected right to do so. You shall promptly provide written notice to an authorized officer of the Company of any order, subpoena, or other attempt to require disclosure of Confidential Information under the immediately preceding subsection (2). Additionally, notwithstanding any other provision of this Agreement, you will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (1) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and Executive (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed under seal in a lawsuit or other proceeding. If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret information in the court proceeding if you: (1) file any document containing trade secrets under seal; and (2) do not disclose trade secrets, except pursuant to court order. Confidentiality of Agreement You agree that you have not and will not permit any Covered Entity which is Controlled by Executive tonot, either directly or indirectly, divulge disclose/d any information related to the terms or contents of this Agreement to any other person or entity or use any of entity. You understand that the Confidential and Proprietary Information, except (i) as required in connection Company would not provide you with the performance Separation Benefits but for your agreement to keep such information confidential. You further understand and agree that a violation of such Executive’s duties to this provision is a material breach of this Agreement and may be enforceable against the Companyperson making disclosure by injunctive relief and by an award of damages. This confidentiality obligation does not prohibit disclosure (a) permitted by the Protected Rights Section, (iib) as required to be included in any reportyour spouse, statement tax advisor, or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executiveattorney (each of whom you must ensure agrees to keep such information confidential), (iiic) as required in response to any summons comply with a valid court order, subpoena, or subpoena or in connection with any litigationother direction by a court, (ivd) to a governmental entity to the extent necessary in order you have a protected right to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authoritymake such disclosure, or (vie) is made with the express written consent of the Board of Directorsas otherwise required by law. In the event You understand and agree that Executive or you will remain liable for any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company disclosure of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order information by your spouse or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementagent.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to in comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the attic Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that which counsel to such party is advised by counsel advises such party that it is they are legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such caseseases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive agrees that he Physician Group will notnot disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive Physician Group will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its Affiliates and Representatives who have access to such Confidential Information comply with these non-disclosure obligations; provided, however, that Physician Group may disclose Confidential Information to those of its Affiliates and Representatives who need to know Confidential Information for the purposes of this Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any Physician Group that such Affiliates and Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by Physician Group not to disclose to any other person any Confidential Information. Physician Group agrees to be responsible for any breach of this Section by its Affiliates or Representatives. If Physician Group is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its Affiliates or Representatives, Physician Group will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager taking legally available action to resist or narrow such request. Physician Group further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder Physician Group is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty. In , Physician Group may disclose or produce such casesConfidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, Executive however, that Physician Group shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance or its disclosure or production as is practicable and Proprietary shall use reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive agrees I acknowledge that he during the course of providing consulting services to Company, I will not, either directly or indirectlyobtain knowledge of Company’ confidential information and trade secrets which have, and Executive will continue to have, value due to the fact that they are not permit any Covered Entity which is Controlled by Executive generally known. Such confidential information and trade secrets, include, but are not limited to, either directly discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, scripts, customer and supplier lists, marketing, sales or indirectlyother financial or business information, divulge and all derivatives, improvements and enhancements to any person or entity or use any of the Confidential above (“Proprietary Information”). Consequently, both during the term that I render consulting services and thereafter, I agree to keep the Proprietary Information in strictest confidence. Additionally, I agree not to use or disclose any such Proprietary Information without Company’s prior express written consent, except as may be necessary in the ordinary course of perfoming my consulting duties or as required by law. At all times during my service to Company as a consultant, I shall promptly advise Company of any knowledge that I may have of any unauthorized release or use of the Proprietary Information, except and shall take reasonable measures to prevent unauthorized persons or entities from having access to, obtaining, or being furnished with, any Propretary Information. The term “Proprietary Information” does not include (i) as required in connection with any information known to me prior to disclosure by the performance of such Executive’s duties to the CompanyCompany or its representatives, (ii) as required any information which becomes available to be included in any reportme on a non-confidential basis from a source other than the Company who is not bound by a confidentiality agreement with, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executiveother contractual, legal or fiduciary obligation of confidentiality to, the Company or any related party with respect to such information and (iii) as required in response to any summons information which is or subpoena or in connection with any litigation, (iv) becomes generally available to the extent necessary public other than as a result of a disclosure by me in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent breach of the Board of Directorsthis Agreement. In the event that Executive I receive a request to disclose all or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and part of the Proprietary Information pursuant under the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, I agree to the foregoing exceptions, Executive shall promptly immediately notify the Company of the existence, terms and circumstances surrounding such pending disclosure a request. The Company agrees to assume, at its sole charge and assist expense, any costs that are the direct result of actions taken at the direction or request of the Company (at the Company’s expense) in seeking a protective order or in objecting and, if any payments are made by me, to promptly reimburse me for such requestpayments), summons or subpoena with regard including any fees and disbursements to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by legal counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementI incur.

Confidential and Proprietary Information. Executive agrees that he (a) Business Manager will not disclose any Confidential Information of Practice to other persons without Practice Consent. Business Manager will not, either directly or indirectly, use such Confidential Information in a manner detrimental to Practice, and Executive Business Manager will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations. Notwithstanding the foregoing, Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any Business Manager that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section 4.13, and will be directed by Business Manager not to disclose to any other person any Confidential Information. Business Manager shall be responsible for any breach of this Section 4.13 by its affiliates, advisors or Representatives. If Business Manager is required (by interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar legal processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Practice or its affiliates, advisors or Representatives, Business Manager will (i) as provide Practice with prompt prior notice thereof and copies, if possible, and, if not, a description, of the request and the Confidential Information requested or required in connection to be produced so that Practice may seek an appropriate protective order or other protections to enforce the provisions of this Section 4.13, or, alternatively, waive compliance with the performance provisions of such Executive’s duties to the Companythis Section 4.13, and (ii) consult with Practice as required to be included in any report, statement whether Practice should attempt to resist or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to narrow such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that Business Manager is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand produce Confidential Information concerning Practice or, in the alternative, be liable for contempt or suffer other censure or penalty. In , Business Manager may disclose or produce such casesConfidential Information without liability hereunder; provided, Executive however, that Business Manager shall promptly provide give Practice notice of the Company with Confidential Information to be so disclosed or produced, and a copy of the request therefor, as far in advance of its disclosure or production as is reasonably practicable and shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential and Proprietary Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive agrees that he PC will notnot disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive PC will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will take reasonable steps to ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that PC may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any PC that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by PC not to disclose to any other person any Confidential Information. If PC is requested or required by a court of competent jurisdiction (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its affiliates, advisors, or Representatives, PC will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager's taking of legally available steps to resist or narrow such request. PC further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder PC is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty. In , PC may disclose or produce such casesConfidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, Executive however, that PC shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s 's duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s 's expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s 's standard proprietary information and inventions assignment agreement or similar agreement.. 4.8

Confidential and Proprietary Information. Executive agrees that he PA will notnot ---------------------------------------- disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive PA will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that PA may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any PA that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by PA not to disclose to any other person any Confidential Information. PA agrees to be responsible for any breach of this Section by its Representatives. If PA is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its affiliates, advisors, or Representatives, PA will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager's taking of legally available steps to resist or narrow such request. PA further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder PA is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty. In , PA may disclose or produce such casesConfidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, Executive however, that PA shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. The Executive agrees that he will not, either directly or indirectly, and the Executive will not permit any Covered Entity which is Controlled by the Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such the Executive’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over the Executive or any Covered Entity which is Controlled by the Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to the Executive or any Covered Entity which is Controlled by the Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that the Executive or any such Covered Entity which is Controlled by the Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, the Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, the Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it he is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, the Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive agrees that he PA will notnot disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive PA will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that PA may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any PA that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by PA not to disclose to any other person any Confidential Information. PA agrees to be responsible for any breach of this Section by its Representatives. If PA is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its affiliates, advisors, or Representatives, PA will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager's taking of legally available steps to resist or narrow such request. PA further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder PA is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal or to stand liable for contempt or suffer other censure or penalty. In , PA may disclose or produce such casesConfidential Information to such tribunal legally authorized to request and entitled to receive such Confidential Information without liability hereunder; provided, Executive however, that PA shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. The Executive agrees acknowledges that he will notin the course of performing services for SemGroup and its Affiliates, either directly Executive may create (alone or indirectlywith others), and Executive will not permit any Covered Entity which is Controlled by Executive learn of, have access to, either directly or indirectlyreceive Confidential and Proprietary Information (as defined in Section 1.18). The Executive recognizes that all such Confidential and Proprietary Information is the sole and exclusive property of SemGroup and its Affiliates or of third parties to which SemGroup or an Affiliate owes a duty of confidentiality, divulge that it is SemGroup’s policy to any person or entity or use any of the safeguard and keep confidential all such Confidential and Proprietary Information, except (i) as required in connection with the performance and that disclosure of such Executive’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to an unauthorized third party would cause irreparable damage to SemGroup and its Affiliates. Executive agrees that, except as required by the duties of Executive’s employment with SemGroup or any of its Affiliates and except in connection with enforcing Executive’s rights under this Agreement or if compelled by a court or governmental agency, in each case provided, to the foregoing exceptionsextent permitted by applicable law, that prior written notice is given to SemGroup, Executive will not, without the written consent of SemGroup, willfully disseminate or otherwise disclose, directly or indirectly, any Confidential and Proprietary Information disclosed to Executive or otherwise obtained by Executive during his employment with SemGroup or its Affiliates, and will take all necessary precautions to prevent disclosure, to any unauthorized individual or entity (whether or not such individual or entity is employed or engaged by, or is otherwise affiliated with, SemGroup or any Affiliate), and will use the Confidential and Proprietary Information solely for the benefit of SemGroup and its Affiliates and will not use the Confidential and Proprietary Information for the benefit of any other Person nor permit its use for the benefit of Executive. These obligations shall promptly notify continue during and after the Company termination of such pending disclosure Executive’s employment for any reason and assist for so long as the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information remains Confidential and Proprietary Information. If In addition, the Company does not obtain Executive shall deliver all documents, notes, drawings and analyses containing or reflecting such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that to SemGroup or its Affiliates at any time upon request of SemGroup or its Affiliates, and in any event shall deliver all such party is advised by counsel that it is legally compelled documents, notes, drawings and analyses to disclose SemGroup or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide its Affiliates upon the Company with a copy termination of the Confidential and Proprietary Information Executive’s employment regardless of whether or not expressly requested to do so disclosedat the time employment or engagement pursuant to this Agreement ceases. The Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement may, however, use or similar agreement.disclose:

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s 's duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s 's expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s 's standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive agrees that he New PA will notnot disclose any Confidential Information of Business Manager without Business Manager's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Business Manager, and Executive New PA will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its affiliates and advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that New PA may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Management Services Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any New PA that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by New PA not to disclose to any other person any Confidential Information. New PA agrees to be responsible for any breach of this Section by its affiliates, advisors, or Representatives. If New PA is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Business Manager or its affiliates, advisors, or Representatives, New PA will (i) as provide Business Manager with prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Business Manager may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Business Manager as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Business Manager's taking of legally available steps to resist or narrow such request. New PA further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder New PA is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Business Manager to any tribunal legally authorized to request and entitled to receive such Confidential Information or to stand liable for contempt or suffer other censure or penalty. In , New PA may disclose or produce such casesConfidential Information to such tribunal without liability hereunder; provided, Executive however, that New PA shall promptly provide the Company with a copy give Business Manager written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use its best efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive Each Party acknowledges and agrees that he will notany and all information emanating from the other Party’s business, either directly in any form, including but not limited to information relating to the disclosing party’s past, present, or indirectlyfuture research, and Executive will not permit any Covered Entity which development or business activities is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the "Confidential and Proprietary Information". Each Party agrees that it will not, except during or after the term of this MOU, permit the duplication or disclosure of any such Confidential and Proprietary Information to any person (i) as required in connection with other than an employee, agent or representative of the other party who needs such information for the performance of the obligations hereunder), unless such Executiveduplication, use or disclosure is specifically authorized by the disclosing Party in writing. "Confidential and Proprietary Information" is not meant to include any information which (a) is publicly available prior to this MOU or is made publicly available by the disclosing party without restriction; (b) is rightfully received by the receiving party from third parties without accompanying secrecy obligations; (c) is already in the receiving party’s duties to possession and was lawfully received from sources other than the Company, disclosing party; or (iid) as is independently developed by the receiving party. Partner may disclose Infosys’ Confidential and Proprietary Information if Partner is required to be included in any reportdo so under applicable law, statement rule or testimony requested by any municipal, state order or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required communicated in response to a valid order by a court or required by any summons governmental body or subpoena or in connection with any litigationregulatory / legal authority, (iv) provided that, Partner, where reasonably practicable and to the extent legally permissible, provides Infosys with prior written notice of the required disclosure so that Infosys may seek a protective order or other appropriate remedy, and provided further that Partner discloses no more Confidential and Proprietary Information than is reasonably necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant respond to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Informationrequired disclosure. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion The secrecy of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled disclosed pursuant to disclose or else stand liable this MOU shall be maintained for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy period of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementfive (5) years following disclosure thereof.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which that is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any report, statement statement, or testimony requested by any municipal, state state, or national regulatory body having jurisdiction over Executive or any Covered Entity which that is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling ruling, or governmental request applicable to Executive or any Covered Entity which that is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which that is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons summons, or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

Confidential and Proprietary Information. Executive agrees that he (a) Business Manager will notnot disclose any Confidential Information of Physician Group to other persons without Physician Group's express written authorization, either such Confidential Information will not be used in any way directly or indirectlyindirectly detrimental to Physician Group, and Executive Business Manager will not permit any Covered Entity which is Controlled keep such Confidential Information confidential and will ensure that its Affiliates and advisors who have access to such Confidential Information comply with these non-disclosure obligations; provided, however, that Business Manager may disclose Confidential Information to those of its Representatives who need to know Confidential Information for the purposes of this Agreement, it being understood and agreed to by Executive to, either directly or indirectly, divulge to any person or entity or use any Business Manager that such Representatives will be informed of the confidential nature of the Confidential and Proprietary Information, except will agree to be bound by this Section, and will be directed by Business Manager not to disclose to any other person any Confidential Information. Business Manager agrees to be responsible for any breach of this Section by its Affiliates or Representatives. If Business Manager is requested or required (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) to disclose or produce any Confidential Information furnished in the course of its dealings with Physician Group or its Affiliates, or Representatives, Business Manager will (i) as provide Physician Group will prompt notice thereof and copies, if possible, and, if not, a description, of the Confidential Information requested or required in connection to be produced so that Physician Group may seek an appropriate protective order or waive compliance with the performance provisions of such Executive’s duties to the Company, this Section and (ii) consult with Physician Group as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary advisability of Physician Group taking legally available action to resist or narrow such request. Business Manager further agrees that, if in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent absence of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or the receipt of a waiver hereunder Business Manager is nonetheless, in objecting to such requestthe written opinion of its legal counsel, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else produce Confidential Information concerning Physician Group to any tribunal legally authorized to request and entitled to receive such Confidential Information or to stand liable for contempt or suffer other censure or penalty. In , Business Manager may disclose or produce such casesConfidential Information to such tribunal without liability hereunder; provided, Executive however, that Business Manager shall promptly provide the Company with a copy give Physician Group written notice of the Confidential Information to be so disclosed or produced as far in advance of its disclosure or production as is practicable and Proprietary shall use reasonable efforts to obtain, to the greatest extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Executive further agrees required to execute the Company’s standard proprietary information and inventions assignment agreement be disclosed or similar agreementproduced.

Confidential and Proprietary Information. Executive Employee agrees that he will not, either directly or indirectly, and Executive Employee will not permit any Covered Entity which is Controlled by Executive Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such ExecutiveEmployee’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iviii) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive Employee or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authorityEmployee, or (viiv) is made with the express written consent of the Board of Directors. In the event that Executive Employee or any such Covered Entity which is Controlled by Executive Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that prior to the date on which Employee is reasonable under required to make the circumstancesdisclosure, Executive Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party he is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penaltydisclose. In such cases, Executive Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees Employee shall return all tangible evidence of Confidential and Proprietary Information to execute the Company’s standard proprietary information and inventions assignment agreement Company prior to or similar agreementat the termination of his employment.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s 's duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the CEO or the Board of DirectorsManagers. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s 's expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s 's standard proprietary information and inventions assignment agreement or similar agreement; a copy of which is attached hereto as Exhibit B and incorporated herein by reference.

Confidential and Proprietary Information. Executive agrees that he will not, either directly or indirectly, All Confidential Information disclosed by a Party in connection with this Agreement shall be held in confidence by the receiving Party and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required shall be used solely in connection with the performance of the receiving Party’s obligations under this Agreement. The receiving Party shall protect the confidentiality of such ExecutiveConfidential Information with at least the same degree of care as the receiving Party uses to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care. Neither Party shall, in any manner or at any time, directly or indirectly, disclose any of the Confidential Information of the other Party to any person, firm, association, organization, or entity (hereinafter, simply “person”), or use, or permit or assist any person to use, any such Confidential Information, excepting only: (a) disclosures (i) permitted under Section 6.3, or (ii) made on a confidential basis to a Party’s duties members, shareholders, directors, officers, employees, and legal, accounting, and other professional advisors who need to know such information in connection with that Party’s performance under this Agreement, and who are similarly bound by written agreement with, or otherwise owe a professional duty to, such Party to protect the Companyconfidentiality of such Confidential Information (collectively, the “Permitted Recipients”); or (b) use of such Confidential Information by Permitted Recipients in connection with this Agreement; provided that each Party shall (i) make its Permitted Recipients aware of the requirements of this Agreement, (ii) as required take reasonable steps to be included in any report, statement or testimony requested prohibit disclosure of such Confidential Information by any municipalPermitted Recipient to any other person or entity except another Permitted Recipient, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executiveincluding without limitation taking such steps as that Party customarily takes to protect its own Confidential Information, and (iii) as required in response to be responsible and liable for any summons disclosure or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit use of such Confidential Information by any taxing authorityof its Permitted Recipients, except disclosures or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled uses permitted by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreementthis Agreement.