Common use of CONFIDENTIALITY AND LOYALTY Clause in Contracts

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "Confidential Information"). Accordingly, during the Term and during the Restricted Period (defined below), the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his her employment he she may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Employer, the Holding Company and its the Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his her duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Employer, the Holding Company and its the Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer Employer, the Holding Company or its the Subsidiaries, as the case may be, without the written consent of the Employer's ’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his her duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Employer, the Holding Company and its the Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's ’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Employer, the Company and its the Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Employer, the Company and its the Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer Employer, the Company or its the Subsidiaries, as the case may be, without the written consent of the Employer's ’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Employer, the Company and its the Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Employer, the Holding Company and its the Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Employer, the Holding Company and its the Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer Employer, the Holding Company or its the Subsidiaries, as the case may be, without the written consent of the Employer's ’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Employer, the Holding Company and its the Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "Confidential Information"). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his Executive’s employment he Executive may produce and have access to materialconfidential and/or proprietary non-public information regarding Employer and its Affiliates (as defined below), including marketing materials, financial and other information concerning customers and prospective customers, customer lists, records, data, trade secrets secrets, proprietary business information, pricing and profitability information and policies, strategic planning, commitments, plans, procedures, litigation, pending litigation and other information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "“Confidential Information"”). Notwithstanding the foregoing, Confidential Information shall not include any information which: (i) is or subsequently is obtained by Executive through legal means available to the public; (ii) was available on a non-confidential basis prior to its disclosure to Executive by Employer; or (iii) is or subsequently becomes available to Executive on a non-confidential basis from a source other than the Employer who did not acquire or disclose such information by a wrongful or tortious act. Accordingly, during and subsequent to the Term and during termination of the Restricted Period Employment Term: (defined below), the a) Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential InformationInformation for the benefit of anyone other than Employer, except to the extent that Executive obtains such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his Executive’s duties hereunder. All recordsas an employee of Employer. (b) Executive agrees that, files, documents and if he receives a subpoena or other materials court order or copies thereof relating is otherwise required by law to provide information to a governmental authority or other person concerning the business activities of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or any of its SubsidiariesAffiliates, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate his activities in connection with the performance by the business of Employer or any of its Affiliates, Executive will immediately notify Employer of his duties hereundersuch subpoena, court order or other requirement and deliver forthwith to Employer a copy thereof, and any attachments and non-privileged correspondence related thereto. (c) Executive shall be promptly returned take reasonable precautions to protect against the Employer upon termination inadvertent disclosure of the Executive's employment hereunder. The Confidential Information. (d) Executive agrees to abide by the Employer’s reasonable policies of the Employerpolicies, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its SubsidiariesAffiliates. In this regard, Executive shall not directly or indirectly render services to any person or entity where Executive’s service would involve the use or disclosure of Confidential Information. Executive agrees not to use any Confidential Information to guide him in searching publications or other publicly available information, selecting a series of items of knowledge from unconnected sources and fitting them together to claim that he did not violate any agreements set forth in this Agreement. For purposes of this Agreement, Employer’s “Affiliates” include each company, corporation, partnership, bank, savings bank, savings and loan association, credit union or other financial institution, directly or indirectly, which is controlled by, controls, or is under common control with, Employer, and “control” means (x) the ownership of 51% or more of the voting securities or other voting interest or other equity interest of any company, corporation, partnership, joint venture or other business entity, or (y) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such company, corporation, partnership, joint venture or other business entity. (e) Executive agrees that all records, files, documents and other materials or copies thereof relating to the business of Employer and its Affiliates which Executive shall prepare or use, shall be and remain the sole property of Employer, and other than in connection with performance by Executive of Executive’s duties hereunder, shall not be removed from the premises of Employer or any of its Affiliates without Employer’s written consent, and shall be promptly returned to Employer upon termination of Executive’s employment together with all copies (including copies or recordings in electronic form), abstracts, notes or reproductions of any kind made from or about the records, files, documents or other materials.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment employment, prior to his entry into this Agreement, he has produced, received and had access to, and may produce hereafter continue to produce, receive and otherwise have access to materialvarious materials, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "Confidential Information")) regarding the Employer and its subsidiaries and affiliates. Accordingly, during the Term and during the Restricted Period (defined below)subsequent to any termination of this Agreement, on any basis, the Executive shall hold in confidence and not shall not, directly or indirectly indirectly, disclose, use, copy or make lists of any such Confidential Information, except to the extent that (a) such information is or thereafter becomes a lawfully available from public sources, sources or (b) such disclosure is authorized in writing by the Employer, ; or (c) such disclosure is required by a law or by any competent administrative agency or judicial authority, ; or (d) such disclosure is otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents documents, computer diskettes, computer programs and other computer-generated material, as well as all other materials or copies thereof relating to the business of the Employer and its Subsidiaries Employer's business, which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunderpremises without its written consent, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer's general policies, as in effect from time to time, respecting confidentiality and the avoidance of interests conflicting or appearing to be in conflict with those of the Employer and its SubsidiariesEmployer.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his her employment he she may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "Confidential Information"). Accordingly, during the Term and during the Restricted Period (defined below), the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his her duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his her duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Employer, the Holding Company and its the Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Period (defined below)subsequent to termination of this Agreement, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Employer, the Holding Company and its the Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's ’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Employer, the Holding Company and its the Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Company and its Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Restrictive Period (defined below), the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the EmployerCompany, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Company and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the EmployerCompany, shall not be removed from the premises of the Employer Company or its Subsidiaries, as the case may be, without the written consent of the Employer's Company’s Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer Company upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the EmployerCompany, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Company and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer and its Subsidiaries (collectively, "Confidential InformationCONFIDENTIAL INFORMATION"). Accordingly, during the Term and during the Restricted Period (defined below), the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the Employer, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the Employer, shall not be removed from the premises of the Employer or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the Board, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer upon termination of the Executive's employment hereunder. The Executive agrees to abide by the reasonable policies of the Employer, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer and its Subsidiaries.

CONFIDENTIALITY AND LOYALTY. The Executive acknowledges that during the course of his employment he may produce and have access to material, records, data, trade secrets and information not generally available to the public regarding the Employer Company and its Subsidiaries (collectively, "“Confidential Information"”). Accordingly, during the Term and during the Restricted Restrictive Period (defined below), the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any such Confidential Information, except to the extent that such information is or thereafter becomes lawfully available from public sources, or such disclosure is authorized in writing by the EmployerCompany, required by a law or any competent administrative agency or judicial authority, or otherwise as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder. All records, files, documents and other materials or copies thereof relating to the business of the Employer Company and its Subsidiaries which the Executive shall prepare or use, shall be and remain the sole property of the EmployerCompany, shall not be removed from the premises of the Employer Company or its Subsidiaries, as the case may be, without the written consent of the Employer's Chairman of the BoardCompany’s President and Chief Executive Officer, except as reasonably necessary or appropriate in connection with the performance by the Executive of his duties hereunder, and shall be promptly returned to the Employer Company upon termination of the Executive's ’s employment hereunder. The Executive agrees to abide by the reasonable policies of the EmployerCompany, as in effect from time to time, respecting avoidance of interests conflicting with those of the Employer Company and its Subsidiaries.