Common use of Confidential Information Obligations Clause in Contracts

Confidential Information Obligations. Employee acknowledges that the information, observations, data, materials and documents, in any form or medium (including, without limitation, oral, written, tangible, intangible or electronic), disclosed or provided to, or otherwise obtained by, Employee while being employed by the Company or any of its Subsidiaries (including information, observations, data, materials and documents obtained by Employee prior to the date hereof) concerning the past, current or future business, activities, operations or affairs of the Company and its Subsidiaries or any of their respective predecessors (or any of its or their business partners, clients or customers) or that gives, or may give, the Company or any of its Subsidiaries (or any of its or their customers) an advantage over its or their competitors or that could cause the Company or its Subsidiaries (or any of its or their business partners, clients or customers) injury, loss of reputation or loss of goodwill if disclosed, or received by the Company or any of its Subsidiaries from any third party with the understanding, express or implied, that it will not be disclosed or will be maintained as confidential (collectively, “Confidential Information”), including, without limitation, information, observations, data, materials and documents relating to (i) finances, investments, profits, pricing, costs, and accounting, (ii) development, acquisition or investment opportunities in or reasonably related to the business or industry of the Company or any of its Subsidiaries; (iii) development, transition, integration and transformation plans, methodologies, processes and methods of doing business; (iv) products, programs, services, sales, marketing, advertising and promotions, (v) intellectual property (including, without limitation, computer software, databases, documentation, formulae, trade secrets, know-how, processes, business methods, inventions, research and development, plans, studies and Work Product (as defined below)), (vi) personnel, compensation, recruiting and training, (vii) actual and potential suppliers, vendors, competitors, customers and/or clients (including, without limitation, client identities and details of specific actual or potential engagements), and (viii) without limiting the foregoing, any information, data, materials and documents of the Company or any of its Subsidiaries (A) that are marked, or otherwise designated, as confidential by the Company or any of its Subsidiaries, or (B) that are not generally known to and available for use by the public (except to the extent such information, data, materials and documents have become generally known to and available for use by the public as a direct or indirect result of Employee’s acts or omissions). Therefore, Employee agrees that Employee shall maintain as confidential the Confidential Information and shall not divulge, disclose, communicate, reveal, share, provide access to, transfer, copy, distribute or publish any to any unauthorized Person, or use for any purpose other than to perform Employee’s assigned duties for the Company, any Confidential Information unless such Confidential Information (i) is generally known to and available for use by the public other than as a result of Employee’s acts or omissions (including, without limitation, any breach of any of the terms or conditions set forth herein); (ii) is rightfully received on a non-confidential basis by Employee from a party who was not subject to any obligations of confidentiality; or (iii) Employee is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information; provided, that in such case, Employee shall promptly inform the Company of such order, shall reasonably cooperate with any effort by the Company to obtain a protective order or similar confidentiality treatment or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the extent necessary to comply with any such court order. If in the absence of a protective order or the receipt of a waiver hereunder, Employee, on the advice of counsel, is compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Employee shall, at the reasonable request and sole cost and expense of the Company, use Employee’s reasonable effort to cooperate with the Company in the Company’s effort to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.

Confidential Information Obligations. Employee Each of Director and Purchaser acknowledges that the information, observations, data, materials and documents, in any form or medium (including, without limitation, oral, written, tangible, intangible or electronic), disclosed or provided to, or otherwise obtained by, Employee Director or Purchaser while being employed by Director was serving on the board of directors of the Company or any of its Subsidiaries (including information, observations, data, materials and documents obtained by Employee Director or Purchaser prior to the date hereof) concerning the past, current or future business, activities, operations or affairs of the Company and its Subsidiaries or any of their respective predecessors (or any of its or their business partners, clients or customers) or that gives, or may give, the Company or any of its Subsidiaries (or any of its or their customers) an advantage over its or their competitors or that could cause the Company or its Subsidiaries (or any of its or their business partners, clients or customers) injury, loss of reputation or loss of goodwill if disclosed, or received by the Company or any of its Subsidiaries from any third party with the understanding, express or implied, that it will not be disclosed or will be maintained as confidential (collectively, “Confidential Information”), including, without limitation, information, observations, data, materials and documents relating to (i) finances, investments, profits, pricing, costs, and accounting, (ii) development, acquisition or investment opportunities in or reasonably related to the business or industry of the Company or any of its Subsidiaries; (iii) development, transition, integration and transformation plans, methodologies, processes and methods of doing business; (iv) products, programs, services, sales, marketing, advertising and promotions, ; (v) intellectual property (including, without limitation, computer software, databases, documentation, formulae, trade secrets, know-how, processes, business methods, inventions, research and development, plans, studies plans and Work Product (as defined belowstudies)), ; (vi) personnel, compensation, recruiting and training, ; (vii) actual and potential suppliers, vendors, competitors, customers and/or clients (including, without limitation, client identities and details of specific actual or potential engagements), ; and (viii) without limiting the foregoing, any information, data, materials and documents of the Company or any of its Subsidiaries (A) that are marked, or otherwise designated, as confidential by the Company or any of its Subsidiaries, or (B) that are not generally known to and available for use by the public (except to the extent such information, data, materials and documents have become generally known to and available for use by the public as a direct or indirect result of EmployeeDirector’s or Purchaser’s acts or omissions). Therefore, Employee Director agrees that Employee he shall, and that he shall cause Purchaser to, maintain as confidential the Confidential Information and shall not divulge, disclose, communicate, reveal, share, provide access to, transfer, copy, distribute or publish any to any unauthorized Person, or use for any purpose other than to perform EmployeeDirector’s assigned duties for the Company, any Confidential Information unless such Confidential Information (i) is generally known to and available for use by the public other than as a result of EmployeeDirector’s or Purchaser’s acts or omissions (including, without limitation, any breach of any of the terms or conditions set forth herein); (ii) is known by the Director as of the date of this Agreement or is rightfully received on a non-confidential basis by Employee Director or Purchaser from a party who was not subject to any obligations of confidentiality; or (iii) Employee Director or Purchaser is required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any Confidential Information; provided, that in such case, Employee Director or Purchaser (as applicable) shall, and Director shall cause Purchaser to, promptly inform the Company of such order, shall reasonably cooperate with any effort by the Company to obtain a protective order or similar confidentiality treatment or to otherwise restrict such disclosure, and shall only disclose Confidential Information to the extent necessary to comply with any such court order. If in the absence of a protective order or the receipt of a waiver hereunder, EmployeeDirector or Purchaser, on the advice of counsel, is compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, Employee Director or Purchaser (as applicable) shall, and Director shall cause Purchaser to, at the reasonable request and sole cost and expense of the Company, use Employee’s its reasonable effort to cooperate with the Company in the Company’s effort to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate.