Common use of Confidential Information and Documents Clause in Contracts

Confidential Information and Documents. (i) The Executive's duties hereunder will include, among other things, representation of the Company in high-level dealings with the Company's clients, accounts, suppliers and financial institutions with which the Company does business and the authority to discuss and negotiate, on the Company's behalf, with the executives and upper management personnel of such clients, accounts, suppliers and financial institutions. These dealings, together with the Executive's other duties, will result in the Executive becoming familiar with the proprietary materials, trade secrets, financial matters, confidential requirements and resources (hereinafter, the "Confidential Information") of both the Company and its clients. The Executive hereby agrees that he will not, either during his employment with the Company or thereafter, disclose to anyone any Confidential Information of the Company or its clients, or use such Confidential Information for his own benefit or for the benefit of anyone other than the Company (or its clients, in the case of Confidential Information of the such client), except that disclosure of such Confidential Information will be permitted: (A) to the Company and/or its affiliates and the advisors of the Company and/or its affiliates; (B) in the case of Confidential Information of any of the Company's clients, to such client and/or its affiliates and the advisors of such client and/or its affiliates; (C) if such Confidential Information has previously become available to the public through no fault of the Executive; (D) if required by any court or governmental agency or body or is otherwise required by law; (E) if necessary to establish or assert the rights of the Executive hereunder; (F) if expressly consented to in writing by the Company (or its client, in the case of Confidential Information of such client); or (G) if necessary to carry on the Company's business in the ordinary course or to perform the Executive's duties hereunder. (ii) The Executive further agrees that all memoranda, notes, records or other documents compiled by him or made available to him in connection with and during his employment hereunder concerning the Company's business or that of its clients (hereinafter called the "Confidential Documents") shall be the property of the Company. The Executive further agrees that he shall deliver to the Company all Confidential Documents in his possession or control following the termination of his employment with the Company or at any other time following the Company's written notice to do so. (iii) The Executive and the Company agree that the provisions of this Section 9(b) are of the essence to this Agreement and that the provisions of this Section 9(b) shall survive the termination of this Agreement and the Executive's employment with the Company.