Common use of Confidential Information and Developments Clause in Contracts

Confidential Information and Developments. Employee recognizes that it is in the Aveon Group’s legitimate business interest to restrict Employee’s disclosure or use of Trade Secrets and Confidential Information (as defined below) relating to the Aveon Business for any purpose other than in connection with Employee’s performance of Employee’s duties to the Company hereunder, and to limit any potential appropriation of such Trade Secrets and Confidential Information by Employee. Employee therefore agrees that all Trade Secrets and Confidential Information relating to the Aveon Business heretofore or in the future obtained by Employee during the course of (i) the negotiations of this Agreement, (ii) the discussions surrounding Employee’s employment with the Company or any member of the Aveon Group or (iii) Employee’s employment with the Company or any member of the Aveon Group shall be considered confidential and proprietary information of the Aveon Group. Employee shall not at any time during Employee’s employment or for a period of 18 months thereafter use or disclose, or authorize any other person or entity to use or disclose, any Trade Secrets and Confidential Information, other than as necessary to further the business objectives of the Company in accordance with the terms of Employee’s employment. The term “Trade Secrets and Confidential Information” includes, by way of example and without limitation, matters of a technical nature, “know-how”, formulas, software, secret processes, works of authorship, inventions, computer programs (including documentation of such programs), services, materials, patent applications, new product plans, other plans, technical information, technical improvements, ideas, test data, progress reports and research projects, and matters of a business nature, such as business plans, prospects, financial information, proprietary information about costs, profits, markets, sales, lists of customers, promotional information, credit and financial data, plans for future development, any information relating to the investment performance of any fund or business managed by the Company, Composite Segment portfolio construction and selection; and Discoveries and Works (as defined below), concerning practices, businesses, procedures, systems, plans or policies of the Aveon Group to the extent not generally available to third parties, of or relating to the Aveon Business, and its customers, the disclosure of which to competitors of the Aveon Business or others may cause the Aveon Business and the Aveon Group to suffer damage; provided, however, that Trade Secrets and Confidential Information shall not include any such information (i) that has become generally available to the public other than as a result of a breach by Employee of this covenant or a breach of any confidentiality obligation by another person whom Employee has knowledge of being bound by an obligation of confidentiality, (ii) to the extent required to be disclosed by Employee in response to any summons or subpoena or in connection with any litigation or other administrative hearing, (iii) to the extent required to be disclosed by Employee to comply with any law, order, regulation or ruling applicable to Employee, or (iv) to the extent required to be disclosed by Employee in connection with an audit by any taxing authority.

Confidential Information and Developments. Employee The Participant recognizes that it is in the Aveon Group’s legitimate business interest to restrict Employeethe Participant’s disclosure or use of Trade Secrets and Confidential Information (as defined below) relating to the Aveon Business for any purpose other than in connection with Employeethe Participant’s performance of Employeethe Participant’s duties to the Company hereunderPartnership or the General Partner from time to time, and to limit any potential appropriation of such Trade Secrets and Confidential Information by Employeethe Participant. Employee The Participant therefore agrees that all Trade Secrets and Confidential Information relating to the Aveon Business heretofore or in the future obtained by Employee the Participant during the course of (i) the negotiations establishment of this Agreementthe Aveon Business before the initial public offering of Units or other Capitalization Transaction, (ii) the discussions surrounding Employeethe Participant’s employment with the Company or any member of the Aveon Group General Partner, or (iii) Employeethe Participant’s employment with the Company General Partner or any member of the Aveon Group shall be considered confidential and proprietary information of the Aveon Group. Employee The Participant shall not at any time during Employeethe Participant’s employment or for a period of 18 months thereafter thereafter, use or disclose, or authorize any other person or entity to use or disclose, any Trade Secrets and Confidential Information, other than as necessary to further the business objectives of the Company in accordance with the terms of Employee’s employmentAveon Group. The term “Trade Secrets and Confidential Information” includes, by way of example and without limitation, matters of a technical nature, “know-how”, formulas, software, secret processes, works of authorship, inventions, computer programs (including documentation of such programs), services, materials, patent applications, new product plans, other plans, technical information, technical improvements, ideas, test data, progress reports and research projects, and matters of a business nature, such as business plans, prospects, financial information, proprietary information about costs, profits, markets, sales, lists of customers, promotional information, credit and financial data, plans for future development, any information relating to the investment performance of any fund or business managed by any member of the CompanyAveon Group, Composite Segment fund of funds portfolio construction and selection; selection and Discoveries and Works (as defined below), concerning practices, businesses, procedures, systems, plans or policies of the Aveon Group to the extent not generally available to third parties, of or relating to the Aveon Business, and its customers, the disclosure of which to competitors of the Aveon Business or others may cause the Aveon Business and the Aveon Group to suffer damage; provided, however, that Trade Secrets and Confidential Information shall not include any such information (i) that has become generally available to the public other than as a result of a breach by Employee the Participant of this covenant or a breach of any confidentiality obligation obligations by another person whom Employee the Participant has knowledge of being bound by an obligation of confidentiality, (ii) to the extent as may be required to be disclosed by Employee in response to any summons or subpoena or in connection with any litigation or other administrative hearing, (iii) to the extent required to be disclosed by Employee to comply with any law, order, regulation or ruling applicable to Employeethe Participant, or (iv) to the extent as may be required to be disclosed by Employee in connection with an audit by any taxing authority.