Common use of CONFIDENTIAL & PROPRIETARY INFORMATION Clause in Contracts

CONFIDENTIAL & PROPRIETARY INFORMATION. The Employee hereby acknowledges that, during his period of engagement, Employee may be exposed, either directly or indirectly, in writing or orally, to confidential and proprietary information belonging to the Company or relating to its affairs. Such information may include, without limitation: (i) technical information; (ii) business information (sales and marketing research, materials, lists, plans, accounting and financial information, identification of contacts and vendors, personnel records and the like); (iii) information or materials received from any third party subject to a duty to maintain the confidentiality thereof and to use such information only for certain limited purposes; (iv) work product of the Employee, the Company or any affiliate of the Company; and (v) other information designated as confidential or proprietary expressly or by the circumstances in which it is provided or created (“Confidential & Proprietary Information”). Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Employee after the effective date hereof without use of the Company’s or any affiliate’s time, resources, or facilities; (ii) information in the public domain through no act of Employee or any other person or; (iii) information received by the Employee outside the scope of engagement hereunder from a third party who was free to disclose it. Employee hereby acknowledges and agrees that the Company is the exclusive owner of all Confidential & Proprietary Information.

CONFIDENTIAL & PROPRIETARY INFORMATION. The Employee hereby acknowledges that, during his period of engagement, Employee may be exposed, either directly or indirectly, in writing or orally, to confidential and proprietary information belonging to the Company or relating to its affairs. Such information may include, without limitation: (i) technical information; (ii) business information (sales and marketing research, materials, lists, plans, accounting and financial information, identification of contacts and vendors, personnel records and the like); (iii) information or materials received from any third party subject to a duty to maintain the confidentiality thereof and to use such information only for certain limited purposes; (iv) work product of the Employee, the Company or any affiliate of the Company; and (v) other information designated as confidential or proprietary expressly or by the circumstances in which it is provided or created (“Confidential & Proprietary Information”). Confidential & Proprietary Information does not include: (i) information already known or independently developed by the Employee after the effective date hereof without use of the Company’s or any affiliate’s time, resources, or facilities; : (ii) information in the public domain through no act of Employee or any other person or; , (iii) information received by the Employee outside the scope of engagement hereunder from a third party who was free to disclose it. Employee hereby acknowledges and agrees that the Company is the exclusive owner of all Confidential & Proprietary Information.