Common use of Confidential Information and Restrictive Covenants Clause in Contracts

Confidential Information and Restrictive Covenants. By becoming a party to this Agreement, the Employee hereby agrees to the provisions of this Section 3.3 provided that such covenants are in addition to, and do not supplant, supersede, modify or limit in any manner, any other confidentiality, non-disclosure, non-competition, non-solicitation, non-acceptance, non-piracy or other similar obligations imposed on Employee, whether imposed by law (including laws governing trade secrets, and Employee’s fiduciary duties to the Company Group), by contract, by generally applicable Company Group policy, or otherwise. 4.4.1. Employee hereby acknowledges that, as an employee of the Company, he or she will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to the Company and its strategic plan and financial operations. Confidential Information shall mean, for purposes of this Agreement, all proprietary and other information relating to the business and operations of the Company and/or any affiliate which has not been specifically designated for release to the public. The Employee further recognizes and acknowledges that all Confidential Information is the exclusive property of the Company, is material and confidential, and is critical to the successful conduct of the business of the Company. Accordingly, the Employee hereby covenants and agrees that he or she will use confidential information for the benefit of the Company only, that he or she shall not at any time, directly or indirectly, divulge, reveal, acknowledge or communicate any confidential information to any person, firm, employer or entity whatsoever other than an employee of the Company that is authorized to possess such Confidential Information, or use any confidential information for his or her own benefit or for the benefit of others. This provision does not replace or supersede any other confidentiality agreement between the Employee and the Company or an affiliate. 4.4.2. Employee agrees not to make negative comments or otherwise disparage any member of the Company Group or its officers, directors, employees, shareholders or agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. The foregoing shall not be violated by truthful statements in response to legal process or required governmental testimony or filings. 4.4.3. Employee acknowledges and agrees that a breach of the provisions contained in this section 4.3 will cause irreparable harm to Company (or another member of the Company Group); that damages arising from any such breach may be difficult to ascertain; that no adequate legal remedy exists; and that Company (or another member of the Company Group) has a legitimate business interest protected by this section 4.3. Accordingly, Company (or another member of the Company Group) shall be entitled to seek injunctive relief, damages, and any and all other legal and equitable remedies to which the Company (or another member of the Company Group) may be entitled, without the necessity of posting bond. Every right and remedy of Company (or another member of the Company Group) shall be cumulative, and Company (or another member of the Company Group), in its sole discretion, may exercise any and all rights or remedies stated in this Agreement and those otherwise available at law or in equity. The parties specifically covenant and agree that should any of the provisions set forth in this section 4.3 be declared by a court of competent jurisdiction to exceed the maximum time or areas of restriction which such court deems reasonable and enforceable, then said provisions shall be deemed amended to conform with the time and area restriction which such court considers reasonable and enforceable and shall be enforced as so amended. The parties agree that all members of the Company Group are intended third party beneficiaries of this section 4.3 and that the terms of this section 4.3 shall survive termination of this Agreement.