Common use of CONFIDENTIAL INFORMATION; TRADE SECRETS Clause in Contracts

CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this Agreement, the term "Confidential Information" shall mean valuable, non-public, competitively sensitive data and information relating to the Company's business or the business of any entity affiliated with the Company, other than (i) Trade Secrets (as defined below); (ii) information contained in any publicly available press release, a regulatory filing or other public communication which is otherwise in the public domain on the date of this Agreement; (iii) information that hereafter enters the public domain through no action on the part of the Employee; (iv) information that is known by the Employee or becomes available to her from a source other than the Company or any of its affiliates, provided that such information was not obtained as a result of a breach of any confidentiality obligation by the source of such information; (v) information that was already in the possession of the Employee prior to the date hereof and which was not acquired from the Company or any of its affiliates; or (vi) information obtained from discovery in a legal proceeding, but only to the extent such information is used in such a proceeding. "Confidential Information" shall include, among other things, information specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a court of competent jurisdiction not to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean information or data of or about the Company or any entity affiliated with the Company, including, without limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, that (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended to the extent necessary to render it consistent with applicable law.

CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this Agreement, the term "Confidential Information" shall mean valuable, non-public, competitively sensitive data and information relating to the Company's business or the business of any entity affiliated with the Company, other than than: (i) Trade Secrets (as defined belowhereinafter defined); (ii) information contained in any publicly available press release, a regulatory filing or other public communication which is otherwise in the public domain on the date of this Agreement; (iii) information that hereafter enters the public domain through no action on the part of the Employee; (iv) information that is known by the Employee or becomes available to her him from a source other than the Company or any of its affiliates, provided that such information was not obtained as a result of a breach of any confidentiality obligation by the source of such information; (v) information that was already in the possession of the Employee prior to the date hereof and which was not acquired from the Company or any of its affiliates; or (vi) information obtained from discovery in a legal proceeding, but only to the extent such information is used in such a proceeding. "Confidential Information" shall include, among other things, information specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a court of competent jurisdiction not to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean information or data of or about the Company or any entity affiliated with the Company, including, without limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, that (iA) derive derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (iiB) are is subject of efforts that are reasonable under the circumstances to maintain their its secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended to the extent necessary to render it consistent with applicable law.

CONFIDENTIAL INFORMATION; TRADE SECRETS. As used 4.1 Employee recognizes, acknowledges and agrees that GTSI is the owner of proprietary rights in certain confidential sales and marketing information, programs, tactics, systems, methods, processes, distribution methods, compilations of technical and non-technical information, records and other business, financial, sales, marketing and other information and things of value. To the extent that any or all of the foregoing constitute valuable trade secrets and/or confidential and/or privileged information of GTSI, Employee agrees that at any time after he executes this Agreement: (a) That, the term except with prior written authorization from GTSI's CEO or COO, for purposes related to GTSI's best interests, he will not directly or indirectly duplicate, remove, transfer, disclose or utilize, nor knowingly allow any other person to duplicate, remove, transfer, disclose or utilize, any property, assets, trade secrets or other things of value ("Confidential Information" shall mean valuable"). Confidential Information includes, non-publicbut is not limited to, competitively sensitive in whatever format, any records, techniques, procedures, systems, methods, market research, distribution arrangements, advertising and promotional materials, lists of past, present or prospective customers, lists of past, present or prospective vendor partners, prices, costs, or margin information, current and future strategic business plans, presentations, documents, or financial data or records, and any other data or information relating prepared for, stored in, processed by or obtained from, an automated information system belonging to or in the Company's possession of GTSI which are not intended for and have not been the subject of public disclosure, and provide GTSI with a competitive or business advantage. Employee represents that he has returned to GTSI any and all such Confidential Information, or the business of if contained as a mental impression, agrees to safeguard all GTSI trade secrets in his possession or known to him at all times so that they are not disclosed to, any entity affiliated with the Companyindividual, other than an authorized GTSI employee. Employee agrees to exercise his reasonable efforts to assure the safekeeping, in GTSI's interest, of all such Confidential Information known to him. This subsection shall not apply to Confidential Information that (i) Trade Secrets (as defined below); (ii) information contained in any publicly available press release, a regulatory filing is now or other public communication which is otherwise in later becomes generally known to the public domain on the date or competitors of this Agreement; GTSI (iii) information that hereafter enters the public domain through no action on the part of the Employee; (iv) information that is known by the Employee or becomes available to her from a source other than the Company or any of its affiliates, provided that such information was not obtained as a result of a breach of any confidentiality obligation by the source of such informationthis Agreement); (vii) Employee lawfully obtains from any third party who has lawfully obtained such information that was already in the possession without any obligation of the Employee prior to the date hereof and which was not acquired from the Company or any of its affiliatesconfidentiality; or (viiii) information obtained from discovery in a legal proceeding, but only is later published or generally disclosed to the extent such information is used in such a proceedingpublic by GTSI. "Confidential Information" Employee shall include, among other things, information specifically designated as a Trade Secret bear the burden of showing that is, notwithstanding any of the designation, determined by a court of competent jurisdiction not foregoing exclusions applies to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean any information or data materials. (b) That all improvements, discoveries, systems, techniques, ideas, processes, programs and other things of value made or about conceived in whole or in part by Employee with respect to any aspects of GTSI's current or anticipated business while an employee of GTSI are and remain the Company sole and exclusive property of GTSI, and Employee has disclosed all such things of value to GTSI and will cooperate with GTSI to ensure that the ownership by GTSI of such property is protected. All of such property of GTSI in Employee's possession or any entity affiliated with the Companycontrol, including, without limitationbut not limited to, technical all personal notes, documents and reproductions thereof, relating to the business and the trade secrets or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plansconfidential or privileged information of GTSI has already been, or lists of actual or potential customers or suppliers, that (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended immediately, delivered to the extent necessary to render it consistent with applicable lawan authorized representative of GTSI's Legal Department.

CONFIDENTIAL INFORMATION; TRADE SECRETS. As used in this Agreement, the term "Confidential Information" shall mean valuable, non-public, competitively sensitive data and information relating to the Company's business or the business of any entity affiliated with the Company, other than (i) Trade Secrets (as defined below); (ii) information contained in any publicly available press release, a regulatory filing or other public communication which is otherwise in the public domain on the date of this Agreement; (iii) information that hereafter enters the public domain through no action on the part of the Employee; (iv) information that is known by the Employee or becomes available to her him from a source other than the Company or any of its affiliates, provided that such information was not obtained as a result of a breach of any confidentiality obligation by the source of such information; (v) information that was already in the possession of the Employee prior to the date hereof and which was not acquired from the Company or any of its affiliates; or (vi) information obtained from discovery in a legal proceeding, but only to the extent such information is used in such a proceeding. "Confidential Information" shall include, among other things, information specifically designated as a Trade Secret that is, notwithstanding the designation, determined by a court of competent jurisdiction not to be a "trade secret" under applicable law. As used in this Agreement, the term "Trade Secrets" shall mean information or data of or about the Company or any entity affiliated with the Company, including, without limitation, technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers, that (i) derive economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from their disclosure or use; and (ii) are subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of "trade secret" under applicable law, the foregoing definition shall be deemed amended to the extent necessary to render it consistent with applicable law.