Common use of Confidential Information and Company Property Clause in Contracts

Confidential Information and Company Property. (a) Executive recognizes, acknowledges and agrees that Executive has had and will continue to have access to secret and confidential information regarding the Company and Company, its subsidiaries and their respective businesses (“Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company and Company, is the sole property of the Company, and has been and will be acquired by Executive in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after employment hereunder, reveal, divulge, or make known to any person, any information acquired by the Executive during the course of employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of the Executive’s employment for any reason. (b) Executive affirms that Executive does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Company or its subsidiaries. (c) Upon termination of Executive’s employment with the Company for any reason, the Executive shall deliver forthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing compensation or relating to reimbursement of expenses, (iii) information that Executive reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to employment, or termination thereof, with the Company. (d) Executive is aware that all Company property, including physical property, documents, and Confidential Information that Executive receives or creates during employment with the Company, belongs to the Company. Executive understands and agrees that Executive has a duty and a responsibility to return all such property upon the Termination Date. Executive therefore agrees that, pursuant to that duty, upon the Termination Date, or at any other time upon the Company’s request, Executive will promptly deliver to the Company all such property, documents, and Confidential Information.

Confidential Information and Company Property. (a) During the course of Executive’s employment under this Agreement, Executive recognizes, acknowledges and agrees that Executive has had and will continue to have access to secret to, certain trade secrets and confidential information regarding relating to the Company and Company, its subsidiaries and its affiliates engaged in the Business, as defined in Section 7.3 (“Protected Parties”), that is not readily available from sources outside the Protected Parties, including their respective customer, supplier and vendor lists, contract terms, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data), business plans and strategies (including acquisition and divestiture plans), environmental and other regulatory matters and any other information, whether communicated orally, electronically, in writing or in other tangible forms, concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their businesses (collectively, “Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company Confidential Information constitutes valuable, highly confidential, special and Company, is the sole unique property of the CompanyProtected Parties. The Protected Parties invested, and has been continue to invest, considerable amounts of time and money in developing and maintaining their Confidential Information, and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. Executive will be acquired hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information that is obtained by Executive in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after employment hereunder, reveal, divulge, or make known to any person, any information acquired by the Executive during the course of employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of the Executive’s employment for any reason. (b) Executive affirms that Executive does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to by the Company or its subsidiaries. subsidiaries and affiliates and that does not become public knowledge (c) Upon termination other than by acts by Executive or representatives of Executive in violation of this Agreement). Except as required by law or an order of a court or governmental agency having jurisdiction, Executive will not during or after the Term disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor will Executive use it in any way, except in the course of Executive’s employment with and for the Company for benefit of the Protected Parties or to enforce any reasonrights or defend any claims under this Agreement or under any other agreement to which Executive is a party, provided that the Executive shall deliver forthwith disclosure is relevant to the Company any enforcement of those rights or defense of those claims and is only disclosed in the related formal proceedings. Executive will take all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, reasonable steps to safeguard the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing compensation or relating to reimbursement of expenses, (iii) information that Executive reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to employment, or termination thereof, with the Company. (d) Executive is aware that all Company property, including physical property, documents, and Confidential Information that Executive receives or creates during employment with the Companyand to protect it against disclosure, belongs to the Companymisuse, espionage, loss and theft. Executive understands and agrees that Executive has a duty will acquire no rights to any Confidential Information. (b) All files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and a responsibility analytics and similar items containing Confidential Information or related to return the Business, as well as all such customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by Executive or otherwise coming into Executive’s possession (“Company Property”), will remain the exclusive property upon of the Termination Date. Protected Parties, and Executive therefore agrees that, pursuant to that duty, upon the Termination Datemay not remove, or at cause to be removed, any other time upon Company Property from the premises of the Protected Parties except in furtherance of Executive’s duties under this Agreement. (c) While employed by the Company, Executive will promptly disclose to it and assign to it Executive’s interest in any invention, improvement or discovery made or conceived by Executive, either alone or jointly with others, that arises out of Executive’s employment or his relationship with the Protected Parties. At the Company’s requestrequest and expense, Executive will assist the Protected Parties during and after the Term in connection with any controversy or legal proceeding relating to the invention, improvement or discovery and in obtaining related domestic and foreign patent or other protection. (d) As requested by the Company and at the Company’s expense, from time to time and upon the termination of Executive’s employment for any reason, Executive will promptly deliver to the Protected Parties, as applicable, all copies and embodiments, in whatever form, of all Confidential Information and Company Property and all such propertycopies of Confidential Information and Company Property in Executive’s possession or within his control (including memoranda, documentsrecords, notes, plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and all other materials containing any Confidential Information) irrespective of the location or form of that material. If requested by the Company, Executive will provide the Company with written confirmation that all required materials have been delivered to the Protected Parties as provided in this Section 7.1(d).

Confidential Information and Company Property. (a) During the course of Executive’s employment under this Agreement, Executive recognizes, acknowledges and agrees that Executive has had and will continue to have access to secret to, certain trade secrets and confidential information regarding relating to the Company and Company, its subsidiaries and its affiliates engaged in the Business, as defined in Section 6.5 (“Protected Parties”), that is not readily available from sources outside the Protected Parties, including their respective customer, supplier and vendor lists, contract terms, databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial, marketing, training and technical information, their product development (and proprietary product data), business plans and strategies (including acquisition and divestiture plans), environmental and other regulatory matters and any other information, whether communicated orally, electronically, in writing or in other tangible forms, concerning how the Protected Parties create, develop, acquire or maintain their products and marketing plans, target their potential customers and operate their businesses (collectively, “Confidential Information”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company Confidential Information constitutes valuable, highly confidential, special and Company, is the sole unique property of the CompanyProtected Parties. The Protected Parties have invested, and has been continue to invest, considerable amounts of time and money in developing and maintaining their Confidential Information, and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected Parties. Executive will be acquired hold in a fiduciary capacity for the benefit of the Protected Parties all Confidential Information that is obtained by Executive in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after employment hereunder, reveal, divulge, or make known to any person, any information acquired by the Executive during the course of employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 12 shall survive the termination of the Executive’s employment for any reason. (b) Executive affirms that Executive does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to by the Company or its subsidiaries. subsidiaries and affiliates and that does not become public knowledge (c) Upon termination other than by acts by Executive or representatives of Executive in violation of this Agreement). Except as required by law or an order of a court or governmental agency having jurisdiction, Executive will not during or after the Term disclose any Confidential Information, directly or indirectly, to any person or entity for any reason or purpose whatsoever, nor will Executive use it in any way, except in the course of Executive’s employment with and for the Company for benefit of the Protected Parties or to enforce any reasonrights or defend any claims under this Agreement or under any other agreement to which Executive is a party, provided that the Executive shall deliver forthwith disclosure is relevant to the Company any enforcement of those rights or defense of those claims and is only disclosed in the related formal proceedings. Executive will take all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, reasonable steps to safeguard the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing compensation or relating to reimbursement of expenses, (iii) information that Executive reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to employment, or termination thereof, with the Company. (d) Executive is aware that all Company property, including physical property, documents, and Confidential Information that Executive receives or creates during employment with the Companyand to protect it against disclosure, belongs to the Companymisuse, espionage, loss and theft. Executive understands and agrees that Executive has a duty and a responsibility will acquire no rights to return all such property upon the Termination Date. Executive therefore agrees thatany Confidential Information. (b) All files, pursuant to that duty, upon the Termination Date, or at any other time upon the Company’s request, Executive will promptly deliver to the Company all such propertyrecords, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items containing Confidential InformationInformation or related to the Business, as well as all customer lists, specific customer information, compilations of product research and marketing techniques of the Protected Parties, whether prepared by Executive or otherwise coming into Executive’s possession (“Company Property”), will remain the exclusive property of the Protected Parties, and Executive may not remove, or cause to be removed, any Company Property from the premises of the Protected Parties except in furtherance of Executive’s duties under this Agreement.