Common use of Confidential Information; Work Product Clause in Contracts

Confidential Information; Work Product. (a) Each Management Limited Partner agrees that such Management Limited Partner shall not disclose or use at any time, either during any period in which such Management Limited Partner provides Services or thereafter, any Confidential Information (as hereinafter defined) of which such Management Limited Partner is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by such Management Limited Partner’s performance in good faith of duties assigned to such Management Limited Partner by the Partnership or any of its Subsidiaries. Such Management Limited Partner will take reasonable steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Such Management Limited Partner shall deliver to the Partnership at the termination of any period during which such Management Limited Partner provides Services, or at any time the Partnership may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Partnership or any of its Subsidiaries which such Management Limited Partner may then possess or have under his control. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Partnership or any of its Subsidiaries in connection with its business, including, but not limited to, information, observations and data obtained by such Management Limited Partner while employed by the Partnership or any of its Subsidiaries or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Partnership or any of its Subsidiaries (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date such Management Limited Partner proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Work Product. (a) Each Management Individual Limited Partner agrees that such Management Individual Limited Partner shall not disclose or use at any time, either during any period in which such Management Individual Limited Partner provides Services or thereafter, any Confidential Information (as hereinafter defined) of which such Management Individual Limited Partner is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by such Management Individual Limited Partner’s performance in good faith of duties assigned to such Management Individual Limited Partner by the Partnership or any of its Subsidiaries. Such Management Individual Limited Partner will take reasonable steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Such Management Individual Limited Partner shall deliver to the Partnership at the termination of any period during which such Management Individual Limited Partner provides Services, or at any time the Partnership may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Partnership or any of its Subsidiaries which such Management Individual Limited Partner may then possess or have under his control. (b) As used in this AgreementThird Amendment, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Partnership or any of its Subsidiaries in connection with its business, including, but not limited to, information, observations and data obtained by such Management Individual Limited Partner while employed by the Partnership or any of its Subsidiaries or any predecessors thereof (including those obtained prior to the date of this AgreementThird Amendment) concerning (i) the business or affairs of the Partnership or any of its Subsidiaries (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date such Management Individual Limited Partner proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.

Confidential Information; Work Product. (a) Each Management Limited Partner agrees that such Management Limited Partner shall not disclose or use at any time, either during any period in which such Management Limited Partner provides Services or thereafter, any Confidential Information (as hereinafter defined) of which such Management Limited Partner is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by such Management Limited Partner’s performance in good faith of duties assigned to such Management Limited Partner by the Partnership or any of its Subsidiaries. Such Management Limited Partner will take reasonable steps to safeguard Confidential Information in his possession and to protect it against disclosure, misuse, espionage, loss and theft. Such Management Limited Partner shall deliver to the Partnership at the termination of any period during which such Management Limited Partner provides Services, or at any time the Partnership may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Partnership or any of its Subsidiaries which such Management Limited Partner may then possess or have under his control. (b) As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used, developed or obtained by the Partnership or any of its Subsidiaries in connection with its business, including, but not limited to, information, observations and data obtained by such Management Limited Partner while employed by the Partnership or any of its Subsidiaries or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Partnership or any of its Subsidiaries (or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) customers and clients and customer or client lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology and trade secrets, and (xv) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date such Management Limited Partner proposes to disclose or use such information. Confidential Information will not be deemed to have been published merely because individual portions of the information have been separately published, but only if all material features comprising such information have been published in combination.,