Common use of Confidential Information and Competition Clause in Contracts

Confidential Information and Competition. By accepting your Award, and in consideration for the Award and for the Company’s obligations set forth in this Agreement, you agree with the Company as follows: (a) You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (“Confidential Information”). XX agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI. (b) You agree not to use or disclose to third parties, either directly or indirectly, Confidential Information at any time, except with the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(b) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms. (c) You agree that, if, during your employment and for a period of two years thereafter you engage in Competition (as defined in Section 9(c)), either directly or indirectly, for your own benefit or on behalf of any other person or entity, or, if at any time, you use or disclose to third parties any Confidential Information without the written consent of TI, then (i) the Company’s obligation to issue shares under this Award will terminate and become void, and (ii) you shall repay immediately to TI the Fair Market Value (as defined in Section 9(j) below) of any shares of stock issued to you (or immediately surrender to the Company the same number of shares of stock as were issued to you) under this Award within three years prior to termination of your employment or any time after termination of your employment. If your Award provides for more than one Vesting Date, then payment shall be made, or shares surrendered, with respect to each such Vesting Date. Any amount payable (or number of shares subject to surrender) to the Company pursuant to this provision may be reduced or waived as the Company, in its sole judgment, deems warranted by the circumstances. (d) You recognize and acknowledge that the provisions of this Section 6 are entered into by you in consideration of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into this Agreement, and that, but for your agreement to the provisions of this Section 6, the Company would not have entered into this agreement.

Confidential Information and Competition. By accepting your Awardoption, and in consideration for the Award option and for the Company’s obligations set forth in this Agreementherein, you agree with the Company as follows: (a) You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (hereinafter “Confidential Information”). XX TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI. (b) You agree not to use or disclose to third parties, either directly or indirectly, Confidential Information at any time, except with the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(b) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms. (c) You agree that, if, during your employment and for a period of two years thereafter you engage in Competition (as defined in Section 9(c)9), either directly or indirectly, for your own benefit or on behalf of any other person or entity, oror if, if at any time, you use or disclose to third parties any Confidential Information without the written consent of TIthe Company, then (i) the Company’s obligation to issue shares under this Award option will terminate and become voidnot be thereafter exercisable at any time, and (ii) you shall repay immediately to TI the Fair Market Value (as defined in Section 9(j) below) of any shares of stock issued to you (or immediately surrender to the Company any profit (spread between Option Price and market price of the same number Company’s common stock on the date of shares of stock as were issued to youexercise) under this Award made on the option within three years prior to termination of your employment or any time after termination of your employment. If your Award provides for more than one Vesting Date, then payment shall be made, or shares surrendered, with respect to each such Vesting Date. Any amount payable (or number of shares subject to surrender) to the Company pursuant to this provision may be reduced or waived as the Company, in its sole judgment, deems warranted by the circumstances. (d) You recognize and acknowledge that the provisions of this Section 6 relating to nondisclosure and noncompetition during and after employment are entered into by you in consideration of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into this Option Agreement, and that, but for your agreement to the provisions of this Section 6, the Company would not have entered into this agreementAgreement.

Confidential Information and Competition. By accepting your Awardoption, and in consideration for the Award option and for the Company’s obligations set forth in this Agreementherein, you agree with the Company as follows: (a) You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (“hereinafter "Confidential Information”"). XX TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI. (b) You agree not to use or disclose to third parties, either directly or indirectly, Confidential Information at any time, except with the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(b) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms. (c) You agree that, if, during your employment and for a period of two years thereafter you engage in Competition (as defined in Section 9(c)9), either directly or indirectly, for your own benefit or on behalf of any other person or entity, oror if, if at any time, you use or disclose to third parties any Confidential Information without the written consent of TIthe Company, then (i) the Company’s obligation to issue shares under this Award option will terminate and become voidnot be thereafter exercisable at any time, and (ii) you shall repay immediately to TI the Fair Market Value (as defined in Section 9(j) below) of any shares of stock issued to you (or immediately surrender to the Company any profit (spread between Option Price and market price of the same number Company’s common stock on the date of shares of stock as were issued to youexercise) under this Award made on the option within three years prior to termination of your employment or any time after termination of your employment. If your Award provides for more than one Vesting Date, then payment shall be made, or shares surrendered, with respect to each such Vesting Date. Any amount payable (or number of shares subject to surrender) to the Company pursuant to this provision may be reduced or waived as the Company, in its sole judgment, deems warranted by the circumstances. (d) You recognize and acknowledge that the provisions of this Section 6 relating to nondisclosure and noncompetition during and after employment are entered into by you in consideration of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into this Option Agreement, and that, but for your agreement to the provisions of this Section 6, the Company would not have entered into this agreementAgreement.

Confidential Information and Competition. By accepting your Award, and in consideration for the Award and for the Company’s obligations set forth in this Agreement, you agree with the Company as follows: (a) You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (“Confidential Information”). XX TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI. (b) You agree not to use or disclose to third parties, either directly or indirectly, Confidential Information at any time, except with the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(b5(b) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms. (c) You agree that, if, during your employment and for a period of two years thereafter you engage in Competition (as defined in Section 9(c8(c)), either directly or indirectly, for your own benefit or on behalf of any other person or entity, or, if at any time, you use or disclose to third parties any Confidential Information without the written consent of TI, then (i) the Company’s obligation to issue shares under this Award will terminate and become void, and (ii) you shall repay immediately to TI the Fair Market Value (as defined in Section 9(j8(j) below) of any shares of stock issued to you (or immediately surrender to the Company the same number of shares of stock as were issued to you) under this Award within three years prior to termination of your employment or any time after termination of your employment. If your Award provides for more than one Vesting Date, then payment shall be made, or shares surrendered, with respect to each such Vesting Date. Any amount payable (or number of shares subject to surrender) to the Company pursuant to this provision may be reduced or waived as the Company, in its sole judgment, deems warranted by the circumstances. (d) You recognize and acknowledge that the provisions of this Section 6 5 are entered into by you in consideration of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into this Agreement, and that, but for your agreement to the provisions of this Section 65, the Company would not have entered into this agreement.

Confidential Information and Competition. By accepting your Awardoption, and in consideration for the Award option and for the Company’s obligations set forth in this Agreementherein, you agree with the Company as follows: (a) You recognize and acknowledge that in the course of your employment with TI, you have obtained private or confidential information and proprietary data relating to TI, including but not limited to TI’s trade secrets (hereinafter “Confidential Information”). XX TI agrees that it will continue to provide you with access to its Confidential Information to the extent necessary for you to carry out the duties of your employment with TI. (b) You agree not to use or disclose to third parties, either directly or indirectly, Confidential Information at any time, except with the prior written consent of TI. Without intending to limit the remedies available to TI, you acknowledge that damages at law will be an insufficient remedy to TI if you violate the terms of this Section 6(b) and agree that TI may apply for and have injunctive relief in any court of competent jurisdiction specifically to enforce the terms of this paragraph upon the breach or threatened breach of any such terms or otherwise specifically to enforce such terms. (c) You agree that, if, during your employment and for a period of two years thereafter you engage in Competition (as defined in Section 9(c)9), either directly or indirectly, for your own benefit or on behalf of any other person or entity, oror if, if at any time, you use or disclose to third parties any Confidential Information without the written consent of TI, then (i) the Company’s obligation to issue shares under this Award option will terminate and become voidnot be thereafter exercisable at any time, and (ii) you shall repay immediately to TI the Fair Market Value (as defined in Section 9(j) below) of any shares of stock issued to you (or immediately surrender to the Company any profit (spread between Option Price and market price of the same number Company’s common stock on the date of shares of stock as were issued to youexercise) under this Award made on the option within three years prior to termination of your employment or any time after termination of your employment. If your Award provides for more than one Vesting Date, then payment shall be made, or shares surrendered, with respect to each such Vesting Date. Any amount payable (or number of shares subject to surrender) to the Company pursuant to this provision may be reduced or waived as the Company, in its sole judgment, deems warranted by the circumstances. (d) You recognize and acknowledge that the provisions of this Section 6 relating to nondisclosure and noncompetition during and after employment are entered into by you in consideration of, and as a material inducement to, the agreements by the Company herein as well as an inducement for the Company to enter into this Option Agreement, and that, but for your agreement to the provisions of this Section 6, the Company would not have entered into this agreementAgreement.