Common use of Confidential Information; Noncompetition; Nonsolicitation Clause in Contracts

Confidential Information; Noncompetition; Nonsolicitation. (a) Executive acknowledges that Executive has and will have knowledge of certain trade secrets of the D&P Entities, including information concerning the D&P Entities’ businesses, operations, future plans, methodologies, and customers. Executive shall hold in a fiduciary capacity for the benefit of the D&P Entities all secret or confidential information, knowledge or data relating to the D&P Entities and their respective businesses, which shall have been obtained by Executive during Executive’s employment and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Employment Agreement). After termination of Executive’s employment, Executive shall not, without prior written consent or as may otherwise be required by law or legal process (provided adequate notice of and opportunity to challenge or limit the scope of disclosure purportedly so required has been provided by Executive), allow others to use to their personal advantage, communicate or divulge any such information, knowledge or data to anyone other than the D&P Entities and those designated by it or to an attorney retained by Executive to provide legal advice with respect to this Section 10 and who has agreed to keep such information confidential. (b) While employed under this Employment Agreement, Executive shall comply with the rules and policies of the D&P Entities, including without limitation the D&P Entities’ code of conduct and conditions of employment and compliance policies. (c) Executive agrees promptly to disclose, in writing, all Innovations (as defined below) to the D&P Entities, to provide all assistance requested by the D&P Entities, at the D&P Entities’ expense, in the preservation of the D&P Entities’ interests in any Innovations, and hereby assigns and agrees to assign to the D&P Entities all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property or “Moral Rights” in any Innovation. Furthermore, during the Term, the D&P Entities may use Executive’s name and image as appropriate in the conduct of its business. “Innovations” means all developments, improvements, designs, original works, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or otherwise protectable, that Executive, whether by himself or jointly with others, creates, modifies, develops, derives or implements during the Term, that in any way relates to the D&P Entities’ business.

Confidential Information; Noncompetition; Nonsolicitation. (a) Executive acknowledges that Executive has and will have knowledge of certain trade secrets of the D&P Entities, including information concerning the D&P Entities’ businesses, operations, future plans, methodologies, and customers. Executive shall hold in a fiduciary capacity for the benefit of the D&P Entities all secret or confidential information, knowledge or data relating to the D&P Entities and their respective businesses, which shall have been obtained by Executive during Executive’s employment and which shall not be or become public knowledge (other than by acts by Executive or representatives of Executive in violation of this Employment Agreement). After termination of Executive’s employment, Executive shall not, without prior written consent or as may otherwise be required by law or legal process (provided adequate notice of and opportunity to challenge or limit the scope of disclosure purportedly so required has been provided by Executive), allow others to use to their personal advantage, communicate or divulge any such information, knowledge or data to anyone other than the D&P Entities and those designated by it or to an attorney retained by Executive to provide legal advice with respect to this Section 10 and who has agreed to keep such information confidential. (b) While employed under this Employment Agreement, Executive shall comply with the rules and policies of the D&P Entities, including without limitation the D&P Entities’ code of conduct and conditions of employment and compliance policies. (c) Executive agrees promptly to disclose, in writing, all Innovations (as defined below) to the D&P Entities, to provide all assistance requested by the D&P Entities, at the D&P Entities’ expense, in the preservation of the D&P Entities’ interests in any Innovations, and hereby assigns and agrees to assign to the D&P Entities all rights, title and interest in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property or “Moral Rights” in any Innovation. Furthermore, during the Term, the D&P Entities may use Executive’s name and image as appropriate in the conduct of its business. “Innovations” means all developments, improvements, designs, original works, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or otherwise protectable, that Executive, whether by himself or jointly with others, creates, modifies, develops, derives or implements during the Term, that in any way relates to the D&P Entities’ business.assistance

Confidential Information; Noncompetition; Nonsolicitation. (a) Executive Confidential Information means any formula, pattern, device or compilation of information which is used in the disclosing Person’s business and which is not generally known in the trade or industry, and includes, but is not limited to, proprietary technology, operating procedures and methods of operation, financial statements and other financial information, trade secrets, market studies and forecasts, competitive analyses, pricing policies, the substance of agreements with customers, suppliers and others, marketing and similar arrangements, servicing and training programs and arrangements, customer lists, other trade secrets and any other documents embodying confidential and proprietary information. Each Party acknowledges that Executive has sharing the other Party’s Confidential Information with third parties would be detrimental to the disclosing Party and will have knowledge of certain trade secrets could place the disclosing Party at a competitive disadvantage. Each Party agrees that it shall not at any time during the five (5) year period following the Closing Date, directly or indirectly, disclose to any Person any Confidential Information of the D&P Entitiesother Party. The foregoing restrictions and obligations under this Section 6.2(a) shall not apply to: (i) any Confidential Information that is or becomes generally available to the public other than as a result of a disclosure, including directly or indirectly, by the receiving Party, (ii) any information concerning obtained from a third party which the D&P Entities’ businessesreceing Party has no reason to believe is violating any obligation of confidentiality to the disclosing Party, operationsor (iii) any disclosure to the receiving Party’s accountants, future plansattorneys, methodologiesadvisors, Affiliates, members, partners and direct and indirect owners provided that the receiving Party shall advise such Persons of the confidential nature of such Confidential Information, and customersshall be responsible for any unauthorized disclosure by such Persons of any such Confidential Information. Executive Nothing herein shall hold in preclude the receiving Party from disclosing any Confidential Information that it is required by Law, legal process or regulation to disclose. However, the receiving Party shall give the disclosing Party prompt prior written notice of such disclosure so that it may seek a fiduciary capacity for protective order or other remedy and shall use reasonable best efforts to protect the benefit confidential nature of the D&P Entities all secret or confidential information, knowledge or data relating to the D&P Entities and their respective businessesConfidential Information, which reasonable best efforts shall have been obtained by Executive during Executive’s employment include (a) only disclosing that portion of the Confidential Information that the receiving Party is required to disclose, and which shall not be or become public knowledge (other than by acts by Executive or representatives b) cooperating with the disclosing Party in the pursuit of Executive in violation of this Employment Agreement). After termination of Executive’s employment, Executive shall not, without prior written consent or as may otherwise be required by law or legal process (provided adequate notice of and opportunity to challenge or limit the scope of disclosure purportedly so required has been provided by Executive), allow others to use to their personal advantage, communicate or divulge any confidential treatment for such information, knowledge or data to anyone other than the D&P Entities and those designated by it or to an attorney retained by Executive to provide legal advice with respect to this Section 10 and who has agreed to keep such information confidentialConfidential Information. (b) While employed under As an inducement for Purchaser to enter into this Employment Agreement, Executive for a period of five (5) years following the Closing Date, Seller covenants and agrees that it shall comply with the rules not, and policies shall not permit any of its Affiliates to, directly or indirectly, (x) hire, solicit, or induce, or attempt to hire, solicit, or induce, any employee of the D&P EntitiesCompany or encourage any such employee to leave such employment or hire any such employee who has left such employment; provided that the foregoing restriction shall not prohibit (1) the use of any general employment solicitation efforts such as newspapers, including without limitation trade publications, periodicals, radio, or internet database which are not directed specifically to any such employees or any hiring that occurs as a result of such efforts or (2) the D&P Entities’ code hiring of conduct any employee of the Company who was terminated by the Company after the Effective Time; or (y) maliciously or otherwise intentionally interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company and conditions any customer, supplier, lessor, lessee, employee, consultant or independent contractor of employment and compliance policiesthe Company. (c) Executive As an inducement for Purchaser to enter into this Agreement, for a period of five (5) years following the Closing Date, Seller covenants and agrees promptly to disclosethat it shall not, and shall not permit any of its Affiliates to, directly or indirectly, as an owner, agent, principal, director, member, officer, partner or shareholder, or as an employee or consultant of any Person (other than the Company, or as permitted by the Company), enter into, engage or assist others in writingengaging in any activity directly or indirectly competitive with the Business anywhere throughout the geographical area of Mexico, all Innovations (as defined below) other than those projects already held. Notwithstanding the foregoing, any Person subject to the D&P Entitiesrestrictions of this Section 6.2(c) may own, directly or indirectly, up to provide all assistance requested by the D&P Entities, at the D&P Entities’ expensetwo percent (2%) of any class of securities of any Person traded on any national securities exchange, in the preservation form of a passive investment, of any Person that engages in the Business. (d) As an inducement for Purchaser to enter into this Agreement, for a period of five (5) years following the Closing Date, Seller covenants and agrees that it shall not, and shall not knowingly permit any of its respective Affiliates to, directly or indirectly, make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, including but not limited to any statements made via social media, on websites or blogs, that defame or disparage the personal or business reputation, practices, or conduct of the D&P Entities’ interests in Purchaser or the Company, or any Innovationsof their respective directors, officers or employees. (e) Seller agrees that the remedies at law for any breach or threatened breach by it of the provisions of this Section 6.2 may be inadequate, and hereby assigns that Purchaser shall be entitled to a temporary restraining order, temporary injunction and/or permanent injunction to prevent breaches of said covenants and agrees to assign enforce specifically the terms and conditions thereof, in addition to any other remedy to which Purchaser may be entitled at Law or equity. (f) Seller acknowledges that the restrictions contained in this Section 6.2 are reasonable and necessary to protect the legitimate interests of Purchaser and constitute a material inducement to Purchaser to enter into this Agreement and consummate the transactions contemplated by this Agreement. It is the express intention of the Parties to comply with all Laws that may be applicable to this Section 6.2. Should any restriction contained in this Section 6.2 be found to exceed in time, scope or space the restriction permitted by Law, it is expressly agreed that the covenants contained in this Section 6.2 shall be reformed or modified by the final judgment of a court of competent jurisdiction to reflect a lawful and enforceable duration and scope. (g) All of the covenants in Section 6.2 are intended by each Party hereto to be, and shall be construed as, agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of Seller against Purchaser or Purchaser against Seller, whether predicated on this Agreement or otherwise, shall not constitute a defense to the D&P Entities all rights, title and interest enforcement by Purchaser and/or Seller of any covenant in and to all worldwide patents, patent applications, copyrights, trade secrets and other intellectual property or “Moral Rights” in any Innovation. Furthermore, during the Term, the D&P Entities may use Executive’s name and image as appropriate in the conduct of its business. “Innovations” means all developments, improvements, designs, original works, formulas, processes, software programs, databases, and trade secrets, whether or not patentable, copyrightable or otherwise protectable, that Executive, whether by himself or jointly with others, creates, modifies, develops, derives or implements during the Term, that in any way relates to the D&P Entities’ businessSection 6.2.