Common use of CONFIDENTIALITY AND LOYALTY Clause in Contracts

CONFIDENTIALITY AND LOYALTY. Executive acknowledges and agrees that during the course of his employment, he has produced and may produce and have access to Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean: all information relating to the businesses, products and services of the Company, its affiliates or subsidiaries and its customers which Company treats as confidential including, but not limited to: the identity, business and needs of the Company’s customers; the business and pricing policies and practices of the Company; the financial condition and affairs of the Company; the Company’s business development activities and plans for its existing and prospective lines of business, products and services; any of the Company’s art work, designs, engineering plans and drawings, computer software and databases, systems, methods, programming materials, processes, marketing information; trade secrets; or any other confidential or secret information concerning the business and affairs of Company or any of its affiliates and subsidiaries; provided, however, that Confidential Information shall not include information or property which is (i) now in the public domain or later publicly available through no fault of Executive, (ii) known to Executive prior to Executive’s receipt of the same from or through Company, or (iii) rightfully obtained by Executive from sources other than Company. Accordingly, during and subsequent to the termination of this Agreement, 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 authorized in writing by the Company, or as required by law, regulations or court order (provided that Executive gives the Company reasonable prior notice of its intent to disclose such Confidential Information so that the Company may have reasonable time to seek a protective order or other appropriate remedy) or as otherwise is reasonably necessary or appropriate in connection with the performance by Executive of his duties pursuant to this Agreement. Upon termination of his employment under this Agreement, Executive shall promptly deliver to the Company (i) all records, manuals, books, documents, letters, reports, data, tables, calculations and all copies of any of the foregoing which are the property of the Company or which relate in any way to the customers, business, practices or techniques of the Company and (ii) all other property of the Company and Confidential Information which in any of these cases are in his possession or under his control. Executive agrees to abide by the Company’s reasonable policies as in effect from time to time, respecting avoidance of interests conflicting with those of the Company.

CONFIDENTIALITY AND LOYALTY. Executive acknowledges and agrees that during the course of his Executive’s employment, he has produced and may Executive will produce and have access to Confidential Information. For the purposes of this Agreementtrade secrets, the term “Confidential Information” shall mean: all confidential or secret designs, processes, formulae, plans, know-how, devices, materials, records, data, and information relating not generally available to the businesses, products and services of public regarding the Company, its customers and affiliates or subsidiaries and its customers which Company treats as confidential including, but not limited to: the identity, business and needs of the Company’s customers; the business and pricing policies and practices of the Company; the financial condition and affairs of the Company; the Company’s business development activities and plans for its existing and prospective lines of business, products and services; any of the Company’s art work, designs, engineering plans and drawings, computer software and databases, systems, methods, programming materials, processes, marketing information; trade secrets; or any other confidential or secret information concerning the business and affairs of Company or any of its affiliates and subsidiaries; provided, however, that (collectively “Confidential Information shall not include information or property which is (i) now in the public domain or later publicly available through no fault of Executive, (ii) known to Executive prior to Executive’s receipt of the same from or through Company, or (iii) rightfully obtained by Executive from sources other than CompanyInformation”). Accordingly, during and subsequent to the termination of this Agreement, 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 authorized in writing by the Company, or as required by law, regulations law or court order (provided that Executive gives the Company reasonable prior notice of its intent to disclose such Confidential Information so that the Company may have reasonable time to seek a protective order or other appropriate remedy) any competent administrative agency or as otherwise is reasonably necessary or appropriate in connection with the performance by Executive of his duties pursuant to this Agreement. Executive acknowledges that the Confidential Information constitutes unique and valuable assets of the Company and represent substantial investments of time and expense by the Company and that any disclosure or other use of any of such Confidential Information other than for the sole benefit of the Company would be wrong and would cause irreparable harm to the Company. Furthermore, Executive will refrain from any acts or omissions that are intended to reduce the value of Confidential Information to the Company. Upon termination of his Executive’s employment under this Agreementfor any reason, Executive shall promptly deliver to the Company (ia) all records, manuals, books, documents, client or supplier lists, letters, reports, data, tables, calculations calculations, research and all copies of any of the foregoing which are the property of the Company Company, its customers or affiliates or which relate in any way to the customers, business, business or practices or techniques of the Company Company, its customers or affiliates, or the services Executive performed for the Company, its customers or affiliates and (iib) all other property of the Company Company, its customers or affiliates and Confidential Information which in any of these cases are in his possession or under his control. Executive agrees The obligation of confidentiality shall not apply, or shall cease to abide by apply, to such information which is in the Company’s reasonable policies public domain as in effect from time to time, respecting avoidance of interests conflicting with those of the Companydate of this Agreement or is disclosed to the Employee by a third party without breach of a confidentiality obligation or subsequently comes into the public domain through a source other than the Employee.