Common use of Confidential Information and Proprietary Interests Clause in Contracts

Confidential Information and Proprietary Interests. (a) Woodclyffe, on behalf of itself, its affiliates, employees, consultants, representatives, and agents (collectively, the “Recipients”), understands and acknowledges that the Recipients may obtain Confidential Information during the course of Executive’s provision of services to the Company under the Employment Agreement. Accordingly, Woodclyffe agrees that Woodclyffe shall maintain the disclosed information in confidence and shall not, either during the Term or at any time within one year after the Date of Termination, (i) use or disclose any such Confidential Information outside the Company, its Subsidiaries and Affiliates; or (ii) except as required by Executive in the proper rendering of his services hereunder, remove or aid in the removal of any Confidential Information or any property or material relating thereto from the premises of the Company or any Subsidiary or Affiliate. (b) The foregoing confidentiality provision shall cease to be applicable to any Confidential Information which becomes generally available to the public (except by reason of or as a consequence of a breach by Executive of obligations under this Paragraph 5 or under Section 9 of the Employment Agreement or by Woodclyffe of obligations under this Paragraph 5). (d) Woodclyffe shall promptly, and without charge, deliver to the Company on the termination of Executive’s provision of services to the Company pursuant to this Agreement and the Employment Agreement, or at any other time the Company may so request, all memoranda, notes, records, reports, manuals, computer disks, videotapes, drawings, blueprints and other documents (and all copies thereof) relating to the business conducted by the Company or any Subsidiary, directly or indirectly, or its Affiliates, and all property associated therewith, which Woodclyffe may then possess or have under its control. (e) This Agreement shall constitute an agreement to maintain disclosed information in confidence for purposes of Rule 100(b)(ii) of Regulation FD promulgated pursuant to the Act. All obligations as to non-disclosure shall cease as to any part of such information to the extent that such information is or becomes public other than as a result of a breach of this provision. 6.