Common use of Confidential Information and Non-Disparagement Clause in Contracts

Confidential Information and Non-Disparagement. (a) Commencing on the Effective Date [and continuing for a period of two (2) years after the Termination Date], you shall not disclose or use any confidential information (“Confidential Information”) (defined below) of the Company, whether patentable or not, which you learn as a result of your employment with the Company, whether or not you developed such information. Confidential Information shall include, without limitation, any and all proprietary information regarding the Company’s, its customers’ and its business partners’ trade secrets and any and all other proprietary information of the Company. Information that is or later becomes publicly available in a manner wholly unrelated to any breach of this Agreement by you (including, but not limited to, any and all information contained in any public filing pursuant to Federal or state securities laws) shall not be considered Confidential Information as of the date it enters the public domain. If you are uncertain whether something is Confidential Information, you should treat it as Confidential Information until you receive clarification from the Company that it is not Confidential Information. Confidential Information shall remain at all times the property of the Company. You may use or disclose Confidential Information only: (i) as authorized and necessary in performing your responsibilities under this Agreement during your employment with the Company; (ii) with the Board’s prior written consent; (iii) in a legal proceeding between you and the Company to establish the rights of either party under this Agreement; provided, that you stipulate to a protective order to prevent any unnecessary use or disclosure; or (iv) subject to a compulsory legal process that requires disclosure of such information; provided, that you have complied with the following procedures to ensure that the Company has an adequate opportunity to protect its legal interests in preventing disclosure. Upon receipt of a subpoena that could possibly require disclosure of Confidential Information, you shall provide a copy of the compulsory process and complete information regarding the circumstances under which you received it to the Company by hand delivery within two (2) business days after such receipt or as soon thereafter as is reasonably practicable. You will not make any disclosure until the latest possible date for making such disclosure in accordance with the compulsory process (“Latest Possible Date”), unless otherwise agreed to by a duly authorized representative of the Company. If the Company seeks to prevent disclosure in accordance with the applicable legal procedures, and provides you with notice before the Latest Possible Date that it has initiated such procedures, you will not make disclosures of any Confidential Information that is the subject of such procedures, until such objections are withdrawn or ruled on or unless you are otherwise required to make such disclosure. You hereby acknowledge that any breach of this Section 9(a) may cause the Company irreparable harm.

Confidential Information and Non-Disparagement. (a) Commencing on the Effective Date [and continuing for a period of two (2) years after the Termination Date], you You shall not disclose or use any confidential information (“Confidential Information”) (defined below) of the Company, whether patentable or not, which you learn as a result of your employment with the Company, whether or not you developed such information. Confidential Information shall include, without limitation, any and all proprietary information regarding the Company’s, its customers’ and or its business partners’ trade secrets and • any information about existing and all other proprietary prospective investments; • financing information of the Companyand sources; • patent applications, developmental or experimental work, formulas, test data, prototypes, models, and product specifications; • financial information; • financial projections and pro forma financial information; • sales and marketing strategies, plans and programs and product development information; • employees’ and consultants’ benefits, perquisites, salaries, stock options, compensation, formulas or bonuses, and their non-business addresses and telephone numbers; • organizational structure and reporting relationships; and • business plans. Information that is or later becomes publicly available in a manner wholly unrelated to any breach of this Agreement by you (including, but not limited to, any and all information contained in any public filing pursuant to Federal or state securities laws) shall not be considered Confidential Information as of the date it enters the public domain. In addition, notwithstanding the foregoing, any information, including, but not limited to, financing information and sources, which is generally known within the financial industry will not be considered Confidential Information. If you are uncertain whether something is Confidential Information, you should treat it as Confidential Information until you receive clarification from the Company that it is not Confidential Information. Confidential Information shall remain at all times the property of the Company. You may use or disclose Confidential Information only: (i) as authorized and necessary in performing your responsibilities under this Agreement during your employment with the Company; (ii) with the Board’s prior written consent; (iii) in a legal proceeding between you and the Company to establish the rights of either party under this Agreement; provided, that you stipulate to a protective order to prevent any unnecessary use or disclosure; or (iv) subject to a compulsory legal process that requires disclosure of such information; provided, that you have complied with the following procedures to ensure that the Company has an adequate opportunity to protect its legal interests in preventing disclosure. Upon receipt of a subpoena that could possibly require disclosure of Confidential Information, you shall provide a copy of the compulsory process and complete information regarding the circumstances under which you received it to the Company by hand delivery within two (2) business days after such receipt or as soon thereafter as is reasonably practicable. You will not make any disclosure until the latest possible date for making such disclosure in accordance with the compulsory process (“Latest Possible Date”), unless otherwise agreed to by a duly authorized representative of the Company, which person need not be the Chairman of the Compensation Committee. If the Company seeks to prevent disclosure in accordance with the applicable legal procedures, and provides you with notice before the Latest Possible Date that it has initiated such procedures, you will not make disclosures of any Confidential Information that is the subject of such procedures, until such objections are withdrawn or ruled on or unless you are otherwise required to make such disclosure. You hereby acknowledge that any breach of this Section 9(a) may cause the Company irreparable harm.