Common use of Confidential Commercial Information Clause in Contracts

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, and other Company property, including all copies, which come into Executive’s possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, are the sole and exclusive property of the Company, and immediately upon the termination of Executive’s employment, or at any time the Company shall request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive may have to any former employer and agrees that Executive will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; or (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s her possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during her employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s her employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive she acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive she will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive she is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive she may have to any former employer employer, and agrees that Executive she will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; or (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s his employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive he is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) a. Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; or (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) b. Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) c. All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s his employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) d. Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) e. Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring with him to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive he is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer employer, and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive a. Employee acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to ExecutiveEmployee’s disclosure or use thereof; or (ii) that Executive Employee lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by ExecutiveEmployee; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive Employee acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive b. Employee acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive Employee will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of ExecutiveEmployee’s employment, for whatever reason and by whatever party, Executive Employee will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) c. All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Employee develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Employee will return all such documents and tangible property to the Company upon the termination of Executive’s his employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive d. Employee acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive Employee agrees to adhere to those terms and conditions. Executive Employee will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive e. Employee represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive Employee has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive Employee represents that to the best of his or her knowledge, Executive Employee has not brought and will not bring with him to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive Employee has obtained express written authorization from the former employer for their possession and use. Executive Employee represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive he is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive Employee has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer employer, and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; or (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s his employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive he is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer employer, and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition non‑competition agreement to which Executive he is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer employer, and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive a. Employee acknowledges that he or she will be entrusted with price lists, customer lists, customer contact all Company financial information, information about customer transactionsSEC reporting documents, development and research work, marketing programs, plans, and proposalslegal documents, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential -Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to ExecutiveEmployee’s disclosure or use thereof; or (ii) that Executive Employee lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by ExecutiveEmployee; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive Employee acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive b. Employee acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive . Employee will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of ExecutiveEmployee’s employment, for whatever reason and by whatever party, Executive . Employee will not, directly or indirectly, . use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) c. All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Employee develops or that come into Executive’s his possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during his employment are the sole and exclusive property of the Company, and immediately Employee will return all such documents and tangible property to the Company upon the termination of Executive’s his employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive d. Employee acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive Employee agrees to adhere to those terms and conditions. Executive Employee will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive e. Employee represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive he acquired in confidence prior to his or her employment under this Agreement, and that Executive Employee has not entered into, and agrees that Executive he will not enter into, any agreement either written or oral in conflict with this Agreement. Executive Employee represents that to the best of his or her knowledge, Executive Employee has not brought and will not bring with him to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive Employee has obtained express written authorization from the former employer for their possession and use. Executive Employee represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive he is or was a party with any former employers, . and that is or may be in effect as of the date hereof. Executive Employee has been instructed not to breach any obligation of confidentiality that Executive he may have to any former employer employer, and agrees that Executive he will not commit any such breach during employment with the Company.

Confidential Commercial Information. (a) Executive acknowledges that he or she will be entrusted with price lists, customer lists, customer contact information, information about customer transactions, development and research work, marketing programs, plans, and proposals, and data contained within internally employed software, data bases, and computer operations developed by or for the Company (“Confidential Commercial Information”); provided, however, that for the purposes of this Agreement, Agreement Confidential Commercial Information does not include information (i) that was publicly available prior to Executive’s disclosure or use thereof; or (ii) that Executive lawfully received from some person who was not under any obligation of confidentiality with respect thereto; (iii) that becomes publicly available other than as the result of any breach of this Agreement by Executive; or (iv) that is generally known to or readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use. Executive acknowledges that Confidential Commercial Information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and that the Company has made efforts that are reasonable under the circumstances to maintain the secrecy of Confidential Commercial Information. (b) Executive acknowledges that he or she has been instructed by the Company to, and agrees that he or she will, maintain the Company’s Confidential Commercial Information in a confidential manner. During his or her employment, Executive will not, directly or indirectly, disclose any Confidential Commercial Information to any person or entity not authorized by the Company to receive or use such Confidential Commercial Information. After the termination of Executive’s employment, for whatever reason and by whatever party, Executive will not, directly or indirectly, use or disclose to any person or entity any Confidential Commercial Information without the prior written authorization of the Company. (c) All correspondence, records, documents, software, promotional materials, documents and other tangible property relating in any way to the business of the Company property, including all copies, which that Executive develops or that come into Executive’s her possession by, through or in the course of Executive’s employment, regardless of the source and whether created by Executive, during her employment are the sole and exclusive property of the Company, and immediately Executive will return all such documents and tangible property to the Company upon the termination of Executive’s her employment, or at any such earlier time as the Company shall may request, Executive shall return to the Company all such property of the Company’s, without retaining any copies, summaries or excerpts of any kind or in any format whatsoever. Executive shall not destroy any of the Company’s property, such as by deleting electronic mail or other files, other than in the normal course of Executive’s employment. Executive further agrees that should Executive discover any Company property or Confidential Information in Executive’s possession after the return of such property has been requested, Executive agrees to return it promptly to Company without retaining copies, summaries, or excerpts of any kind or in any format whatsoever. (d) Executive acknowledges that all of the commercially available software that the Company uses on its computer system that was not developed specially by or for the Company is either owned or licensed for use by the Company, and that the use of such software is governed strictly by the explicit terms and conditions of licensing agreements between the Company and the publisher of the software, and Executive agrees to adhere to those terms and conditions. Executive will not copy, duplicate, download, transfer, or otherwise make personal use of any software on the Company’s computer system without the Company’s express, written consent. (e) Executive represents that to the best of his or her knowledge, the performance of all the terms of this Agreement and of his or her duties as an employee of the Company will not breach any agreement to keep in confidence any proprietary information that Executive she acquired in confidence prior to his or her employment under this Agreement, and that Executive has not entered into, and agrees that Executive she will not enter into, any agreement either written or oral in conflict with this Agreement. Executive represents that to the best of his or her knowledge, Executive has not brought and will not bring with her to the Company or use in the performance of his or her responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless Executive has obtained express written authorization from the former employer for their possession and use. Executive represents that he or she has delivered to the Company a true and correct copy of any employment, proprietary information, confidentiality, or non-competition agreement to which Executive she is or was a party with any former employers, and that is or may be in effect as of the date hereof. Executive has been instructed not to breach any obligation of confidentiality that Executive she may have to any former employer employer, and agrees that Executive she will not commit any such breach during employment with the Company.