Common use of Confidential Materials and Information Clause in Contracts

Confidential Materials and Information. 6.1 The Employee acknowledges that in the course of employment with the Employer, the Employee will acquire and be exposed to information about certain matters which are confidential to the Employer and not known to the public, or the scientific community, or to competitors (the "Confidential and Proprietary Materials and Information"), and which Confidential and Proprietary Materials and Information are the exclusive property of the Employer, and includes: (a) confidential methods of operation, which includes all information relating to the Employer's intellectual property owned by subsidiaries of the Employer, unique marketing programs, unique products, unique methods, unique service systems, unique security information and systems, and trade secrets; (b) all information regarding the Employer's existing customers and client, including customer lists, contracts, prices, invoices, computer printouts, and other similar information; (c) all information concerning the Employer's potential customers and clients, including mailing lists, prospect cards, and other similar information; any information about the business of the Employer that is not known to the public or competitors, or any other information which gives the Employer an opportunity to obtain an advantage over competitors who do not know of such information; (d) financial information, including the Employer's costs, sales, income, profits and other similar information; business opportunities, including all ventures considered by the Employer, whether or not such ventures are pursued; (e) personnel information, including the names of employees and applicable remuneration and benefit policies, and computer programs and procedures relating to the Employer's business, including related data input procedures or techniques, and similar information; (f) intellectual property assigned to the Employer pursuant to paragraph 5.1 herein. 6.2 The Employee acknowledges that the Confidential and Proprietary Materials and Information referred to herein could be used to the detriment of the Employer. Accordingly, throughout the time of the Employee's employment with the Employer, the Employee undertakes not to disclose to any third party and to treat in strict confidence all Confidential and Proprietary Materials and Information, except where disclosure is made with the prior written permission of an Officer of the Employer, or required by law. Further, after the termination of the Employee's employment with the Employer, regardless of how that termination should occur, the Employee undertakes, without time limitation, not to disclose to any third party and to treat in strict confidence all Confidential and Proprietary Materials and Information, except where disclosure is made with the prior written permission of the President of the Employer, or required by law. For greater clarity, the parties agree that the Employee is under no restriction with respect to information relating to the Employer or its business affairs that are generally known to the public, or scientific community. The Employer undertakes to provide a list of persons to whom the Employee is authorized to disclose Confidential and Proprietary Materials and Information, and to update or alter that list from time to time. Any list provided pursuant to this undertaking shall constitute written permission if signed by the President of the Employer. 6.3 The Employee understands and agrees that the restrictions and covenants contained in paragraph 6.2 constitute a material inducement to the Employer to enter into this agreement and to employ the Employee, and that the Employer would not enter into this agreement absent such inducement. The Employee agrees that such restrictions and covenants shall be construed independent of any other provision of this agreement, and the existence of any claim or cause of action by the Employee against the Employer, whether predicated under this agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the said restrictions and covenants. 6.4 The Employee acknowledges that all items of any and every nature or kind created by the Employee pursuant to the Employee's employment under this agreement, or used by the Employee pursuant to the Employee's employment under this agreement, or furnished by the Employer to the Employee, and all equipment, automobiles, credit cards, books, records, reports, files, manuals, literature, and Confidential Materials and Information shall remain and be considered the exclusive property of the Employer at all times and shall be surrendered to the Employer, in good condition, on demand, and in any event, promptly on the termination of the Employee's employment irrespective of the time, manner or cause of the termination. 6.5 The Employee acknowledges, agrees, and understands that, without prejudice to any and all remedies available to the Employer, an injunction is the only effective remedy for any breach of the Employee's covenants under paragraph 6.2, and that the Employer would suffer irreparable harm and injury in the event of any such breach. Accordingly, the Employee hereby agrees that the Employer may apply for and have injunctive relief, including an interim or interlocutory injunction, in any court of competent jurisdiction, to enforce paragraph 6.2 upon the breach or threatened breach thereof. The Employee further agrees that the Employer may apply for and is entitled to said injunctive relief without having to prove damages, and is entitled to all costs and expenses, including reasonable legal costs.