Common use of Confidentiality and Inventions Agreement Clause in Contracts

Confidentiality and Inventions Agreement. 5.01 For purposes of this Agreement, the term Confidential Information (which is owned by the Company) includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the Company considers (acting at all times reasonably and in good faith) confidential, whether or not marked as confidential. Confidential Information includes inventions, software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the Company now operates or may operate in the future made by the Company. For purposes of this Agreement, the terms “contractor,” and derivatives thereof include without limitation “consultant” and “independent contractor,” and use of the terms “contractor” or derivatives shall not be deemed to create an employer-Consultant relationship between the Company and the undersigned. In regard to the above, the Consultant agrees as follows: (a) during the of the this agreement with the Company, the Consultant will not disclose or make use of any Confidential Information except as necessary for the performance of his duties as an contractor of the Company or as authorized in writing by the Company such authority not to be unreasonably withheld or delayed; (b) after the termination of this Agreement by the Company, the Consultant will not disclose or make use of any Confidential Information for any purpose, either on his own behalf or on behalf of another person, entity, or business; (c) during the term of this Agreement with the Company, the Consultant will not provide to the Company or make use of any trade secrets or other confidential information belonging to another employer or other third party without the express approval of both the Company and such other employer or other third party; (d) the Consultant represents that he is not subject to any confidentiality, non-competition, or other agreement with any other third party that would conflict with this Agreement or prevent him from performing all his assigned duties as an contractor of the Company save for its agreement with INTERACTIVE HOLDINGS Limited; (e) upon demand by the Company or upon termination of the Consultant Agreement for any reason, the Consultant will immediately assemble all property and records of the Company in his possession or under his control, including all copies, excerpts, derivations and duplications thereof, and return them promptly and unconditionally to the Company; and (f) the Consultant agrees that during the Term of this Agreement and for a period of one (1) year after the termination of its employment/engagement for any reason, it will not knowingly, either directly or indirectly, for itself or for any other person or entity, hire , solicit or induce (other than to the extent of normal advertising of positions open) any Consultant, independent contractor or consultant of the Company to leave their employment or engagement or to cease doing business with the Company save that if this Consultancy Agreement is terminated the Consultant may continue to work with any other person or persons contracted to or employed by SayberX who is also contracted to the Company.

Confidentiality and Inventions Agreement. 5.01 For purposes of this Agreement, the term Confidential Information (which is owned by the Company) includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the Company considers (acting at all times reasonably and in good faith) confidential, whether or not marked as confidential. Confidential Information includes inventionsinventions (as defined below), software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the Company now operates or may operate in the future future. For purposes of this Agreement, "Inventions" shall include but not be limited to ideas, improvements, or other Confidential Information, whether or not patentable and whether or not reduced to practice, made or conceived by the Consultant (whether made solely by him or jointly with others), during the period of his employment/engagement with the Company, which relate in any manner to the actual or demonstrably anticipated business, work or research and development of the Company or its subsidiaries, or result from or are suggested by any task assigned to the Consultant or any work performed by him for or on behalf of the Company or its subsidiaries or ventures. For purposes of this Agreement, the terms “"contractor,” " and derivatives thereof include without limitation “"consultant” " and “"independent contractor,” " and use of the terms “"contractor” " or derivatives shall not be deemed to create an employer-Consultant employee relationship between the Company and the undersigned. In regard to the above, the Consultant agrees as follows: (a) during the of the this agreement with employment/engagement by the Company, the Consultant will not disclose or make use of any Confidential Information except as necessary for the performance of his duties as an contractor of the Company or as authorized in writing by the Company such authority not to be unreasonably withheld or delayedCompany; (b) after the termination of this Agreement employment/engagement by the CompanyCompany has terminated for any reason, the Consultant will not disclose or make use of any Confidential Information for any purpose, either on his own behalf or on behalf of another person, entity, or business; (c) during the term of this Agreement employment/engagement with the Company, the Consultant will not provide to the Company or make use of any trade secrets or other confidential information belonging to another employer or other third party without the express approval of both the Company and such other employer or other third party; (d) the Consultant represents represent that he is not subject to any confidentiality, non-competition, or other agreement with any other employer or other third party that would conflict with this Agreement or prevent him from performing all his assigned duties as an contractor of the Company save for its agreement with INTERACTIVE HOLDINGS LimitedCompany; (e) upon demand by the Company or upon termination of the Consultant Agreement Consultant's employment/engagement for any reason, the Consultant will immediately assemble all property and records of the Company in his possession or under his control, including all copies, excerpts, derivations and duplications thereof, and return them promptly and unconditionally to the Company; and (f) the Consultant agrees that during the Term of this Agreement his employment/engagement, and for a period of one (1) year after the termination of its his employment/engagement for any reason, it he will not knowingly, either directly or indirectly, for itself himself or for any other person or entity, hire , solicit or induce (other than to the extent of normal advertising of positions positrons open) any Consultantemployee, independent contractor or consultant of the Company to leave their employment or engagement or to cease doing business with the Company save that if this Consultancy Agreement is terminated the Consultant may continue to work with any other person or persons contracted to or employed by SayberX who is also contracted to the Company.

Confidentiality and Inventions Agreement. 5.01 For purposes of this Agreement, the term Confidential Information (which is owned by the Company) includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the Company considers (acting at all times reasonably and in good faith) confidential, whether or not marked as confidential. Confidential Information includes inventionsinventions (as defined below), software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the Company now operates or may operate in the future future. For purposes of this Agreement, “Inventions” shall include but not be limited to ideas, improvements, or other Confidential Information, whether or not patentable and whether or not reduced to practice, made or conceived by the Consultant (whether made solely by him or jointly with others), during the period of his employment/engagement with the Company, which relate in any manner to the actual or demonstrably anticipated business, work or research and development of the Company or its subsidiaries, or result from or are suggested by any task assigned to the Consultant or any work performed by him for or on behalf of the Company or its subsidiaries or ventures. For purposes of this Agreement, the terms “contractor,” and derivatives thereof include without limitation “consultant” and “independent contractor,” and use of the terms “contractor” or derivatives shall not be deemed to create an employer-Consultant employee relationship between the Company and the undersigned. In regard to the above, the Consultant agrees as follows: (a) during the of the this agreement with engagement by the Company, the Consultant will not disclose or make use of any Confidential Information except as necessary for the performance of his duties as an a contractor of the Company or as authorized in writing by the Company such authority not to be unreasonably withheld or delayedCompany; (b) after the termination of this Agreement engagement by the CompanyCompany has terminated for any reason, the Consultant will not disclose or make use of any Confidential Information for any purpose, either on his own behalf or on behalf of another person, entity, or business; (c) during the term of this Agreement engagement with the Company, the Consultant will not provide to the Company or make use of any trade secrets or other confidential information belonging to another employer or other third party without the express approval of both the Company and such other employer or other third party; (d) the Consultant represents that he it is not subject to any confidentiality, non-competition, or other agreement with any other employer or other third party that would conflict with this Agreement or prevent him from performing all his assigned duties as an a contractor of the Company save for its agreement with INTERACTIVE HOLDINGS LimitedCompany; (e) upon demand by the Company or upon termination of the Consultant Agreement Consultant’s employment/engagement for any reason, the Consultant will immediately assemble all property and records of the Company in his possession or under his control, including all copies, excerpts, derivations and duplications thereof, and return them promptly and unconditionally to the Company; and (f) the Consultant agrees that during the Term of this Agreement his employment/engagement, and for a period of one (1) year after the termination of its his employment/engagement for any reason, it he will not knowingly, either directly or indirectly, for itself himself or for any other person or entity, hire , solicit or induce (other than to the extent of normal advertising of positions positrons open) any Consultantemployee, independent contractor or consultant of the Company to leave their employment or engagement or to cease doing business with the Company save that if this Consultancy Agreement is terminated the Consultant may continue to work with any other person or persons contracted to or employed by SayberX who is also contracted to the Company.

Confidentiality and Inventions Agreement. 5.01 For purposes of this Agreement, the term Confidential Information (which is owned by the Company) includes any information in any form or medium, including without limitation written records, documents, computer-readable disks, tapes, printouts, sound recordings, photographs, reproductions, sketches, notes, or copies or excerpts of them, or other documents or materials, that the Company considers (acting at all times reasonably and in good faith) confidential, whether or not marked as confidential. Confidential Information includes inventionsinventions (as defined below), software, source code, object code, algorithms, procedures, databases, compilations, technical data, formulas, theories, methods, equipment, samples, designs, data, specifications, drawings, blueprints, prototypes, models, business plans, customer lists, contacts and information, sales and marketing reports, proposals, prices, costs, personnel and payroll records, mailing lists, accounting records, and other trade secrets and information concerning the businesses and other ventures which the Company now operates or may operate in the future future. For purposes of this Agreement, “Inventions” shall include but not be limited to ideas, improvements, or other Confidential Information, whether or not patentable and whether or not reduced to practice, made or conceived by the Consultant (whether made solely by him or jointly with others), during the period of his employment/engagement with the Company, which relate in any manner to the actual or demonstrably anticipated business, work or research and development of the Company or its subsidiaries, or result from or are suggested by any task assigned to the Consultant or any work performed by him for or on behalf of the Company or its subsidiaries or ventures. For purposes of this Agreement, the terms “contractor,” and derivatives thereof include without limitation “consultant” and “independent contractor,” and use of the terms “contractor” or derivatives shall not be deemed to create an employer-Consultant employee relationship between the Company and the undersigned. In regard to the above, the Consultant agrees as follows: (a) during the of the this agreement with the Company, the Consultant will not disclose or make use of any Confidential Information except as necessary for the performance of his duties as an contractor of the Company or as authorized in writing by the Company such authority not to be unreasonably withheld or delayed; (b) after the termination of this Agreement by the Company, the Consultant will not disclose or make use of any Confidential Information for any purpose, either on his own behalf or on behalf of another person, entity, or business; (c) during the term of this Agreement with the Company, the Consultant will not provide to the Company or make use of any trade secrets or other confidential information belonging to another employer or other third party without the express approval of both the Company and such other employer or other third party; (d) the Consultant represents that he is not subject to any confidentiality, non-competition, or other agreement with any other third party that would conflict with this Agreement or prevent him from performing all his assigned duties as an contractor of the Company save for its agreement with INTERACTIVE HOLDINGS Limited; (e) upon demand by the Company or upon termination of the Consultant Agreement for any reason, the Consultant will immediately assemble all property and records of the Company in his possession or under his control, including all copies, excerpts, derivations and duplications thereof, and return them promptly and unconditionally to the Company; and (f) the Consultant agrees that during the Term of this Agreement and for a period of one (1) year after the termination of its employment/engagement for any reason, it will not knowingly, either directly or indirectly, for itself or for any other person or entity, hire , solicit or induce (other than to the extent of normal advertising of positions open) any Consultant, independent contractor or consultant of the Company to leave their employment or engagement or to cease doing business with the Company save that if this Consultancy Agreement is terminated the Consultant may continue to work with any other person or persons contracted to or employed by SayberX who is also contracted to the Company.