Common use of Confidentiality and Non-Disclosure Covenant Clause in Contracts

Confidentiality and Non-Disclosure Covenant. (a) The Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, he may obtain and be entrusted with unpublished confidential and proprietary information relating to the Company's and its Subsidiaries' present and proposed businesses and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by the Company and its Subsidiaries, and the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to as "Confidential Information". The Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled by him, shall, during or after the Term hereof, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, except as necessary in connection with the performance of the Executive's services under this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is required as a result of any legal process served upon him in any judicial or administrative, (provided, if possible, the Company shall be given notice in time to enable it to object to such disclosure) or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may will obtain and be entrusted with unpublished nonpublic material confidential and proprietary information relating to the Company's Company and its Subsidiaries' subsidiaries. Such information to include information with respect to the Company’s respective present and proposed businesses and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' respective present and proposed businesses and operations, the cost and pricing of the Company's and its Subsidiaries' ’s respective services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by of the Company and its SubsidiariesCompany, and the terms of all material agreements to which the Company or any Subsidiary is a partyparty (including all memoranda of understanding, letters of intent, and purchase agreements with third parties) and the sources and terms of any existing or proposed debt or equity financing of the Company. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to herein as "“Confidential Information"”. The Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of without any improper act or omission of the Executive, neither he, nor any entity he shall not directly or person owned or controlled by him, shall, indirectly during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement, to comply with applicable laws or regulations and to Executive’s accountant or tax professional in connection with the preparation of Executive’s tax returns). The confidentiality and other obligations and restrictions contained in this Section 6shall survive for a period of thirty (30) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that Executive provides prompt notice of any such process served upon him in order to enable the Company shall be given notice in time to enable it to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The Executive hereby acknowledges that, in During the performance Term of his duties pursuant to this Agreement, he may Employee hereby acknowledges that she will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by of the Company and its SubsidiariesCompany, and the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive Employee shall, for purposes hereof, be referred to herein as "Confidential Information". The Executive Employee hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the ExecutiveEmployee, neither heshe, nor any entity or person owned or controlled directly or indirectly by himher, shall, during or after the Term hereofof this Agreement or thereafter, use for his her own benefit or for the benefit of others for any purpose and or in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the ExecutiveEmployee's services under this Agreement). Notwithstanding the foregoing, the Executive Employee shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him her which is or becomes available in the public domain or is required to be disclosed as a result of any legal process served upon him her in any judicial or administrative, (provided, if possible, the Company shall be given notice in time to enable it to object to such disclosure) administrative proceeding or which was obtained by the Executive Employee from a third party without such third party's breach of any agreement or obligation of trust. The For purposes hereof (and for Section 7 hereof), the term "entity or person owned or controlled byCompany" the Executive or words of like import shall not include both the Company or any of and its Subsidiariessubsidiaries and affiliated entities. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The Executive hereby acknowledges that, in During the performance Term of his duties pursuant to this Agreement, Radiologist hereby acknowledges that he may will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's (for purposes of this Section 10, this shall include Premier, any affiliated entity, and its Subsidiaries' any entity which owns, operates or manages a Covered PET Center), prospective locations or sites for Additional PET Centers, present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiariesand the PET Centers and Additional PET Centers, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and operationsoperations with respect to the Company, Premier and such imaging centers, the cost and pricing of the Company's and its Subsidiaries' Premier's services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by of the Company and its SubsidiariesCompany, and the terms of all material agreements to which the Company or any Subsidiary is a partyPremier are parties and/or otherwise relating to all of such imaging centers, and the sources and terms of the Company's and Premier's existing or proposed debt, equity or equipment financing. All of such unpublished information that may be obtained by the Executive Radiologist shall, for purposes hereof, be referred to herein as "Confidential Information". The Executive Radiologist hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the ExecutiveRadiologist, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the ExecutiveRadiologist's services under this Agreement). This Section 10 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive Radiologist shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that Radiologist provides prompt notice of any such process served upon him in order to enable the Company shall be given notice in time to enable it to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive Radiologist from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company's and its Subsidiaries' (for purposes of this Section 7, this shall include Premier as well as the Company), prospective locations or sites for future PET Centers, present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by of the Company and its SubsidiariesCompany, and the terms of all material agreements to which the Company or any Subsidiary is a partyparty and the sources and terms of the Company's existing or proposed debt, equity or equipment financing. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to herein as "Confidential Information". The Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement). This Section 7 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that Executive provides prompt notice of any such process served upon him in order to enable the Company shall be given notice in time to enable it to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The During the ------------------------------------------- Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may will obtain and be entrusted with unpublished nonpublic material confidential and proprietary information relating to the Company (for purposes of this Section 7, this shall include the Company and all subsidiaries thereof), such information to include, without limitation, information with respect to the Company's and its Subsidiaries' present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the cost and pricing of the Company's and its Subsidiaries' services, proposed acquisitions of the sales and Company, marketing plans and strategies of the Company and its Subsidiariesstrategies, proposed acquisitions by the Company and its Subsidiaries, and the terms of all material agreements to which the Company or any Subsidiary is a partyparty and the sources and terms of the Company's existing or proposed debt or equity financings. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to herein as "Confidential ------------ Information". The Executive hereby agrees that, unless the Confidential ----------- Information becomes publicly known other than by reason of without any improper act or omission of the Executive, neither he, nor any entity he shall not directly or person owned or controlled by him, shall, indirectly during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement, to comply with applicable laws or regulations and to Executive's accountant or tax professional in connection with the preparation of Executive's tax returns). Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that Executive provides prompt notice of any such process served upon him in order to enable the Company shall be given notice in time to enable it to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (ai) The Executive hereby acknowledges thatagrees that during and at all times after the Employment Period, in the performance of his duties pursuant Executive shall not, directly or indirectly (A) disclose any Confidential Information (as defined below) to this Agreementany Person (other than, he may obtain and be entrusted only with unpublished confidential and proprietary information relating respect to the period that the Executive is employed by the Company's and its Subsidiaries' present and proposed businesses and operations, the use to an employee or disclosure of which would materially adversely affect the operations outside advisor of the Company who requires such information to perform his or its Subsidiariesher duties for the Company or to a lender or business counterparty that requires such information to engage in a transaction with the Company), includingor (B) use any Confidential Information for the Executive’s own benefit or the benefit of any third party. “Confidential Information” is the Company’s business information that is not known to the general public or to the investment industry, without limitationsuch as marketing plans, unpublished material trade secrets, financial information relating and records, customized software, data repositories, operation methods, personnel information, drawings, designs, information regarding product development, and customer lists. The foregoing obligation shall not apply to any Confidential Information that has been previously disclosed to the Company's and its Subsidiaries' present and proposed businesses and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions public by the Company and or with its Subsidiariespermission, and is in the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to as "Confidential Information". The Executive hereby agrees that, unless the Confidential Information becomes publicly known public domain (other than by reason of any improper act or omission a breach of the Executive, neither he, nor any entity or person owned or controlled by him, shall, during or after the Term hereof, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge ’s obligations to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, except as necessary in connection with the performance of the Executive's services under this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any hold such Confidential Information by him which confidential), or is required as a result of any legal process served upon him in any judicial or administrative, (provided, if possible, the Company shall be given notice in time to enable it to object to such disclosure) or which was obtained otherwise legitimately known by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that prior to his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to employment with the Company. In the event of any breach or threatened breach of said provisionsparticular, the Company shall be entitled to seek all available equitable remedies therefor including, and without limitation, preliminary Confidential Information shall not include any knowledge of the Executive with respect to the general business of the Company including its investment in and permanent injunctions management of fixed income and similar securities on a leveraged basis, and its organization as a real estate investment trust. Nothing in this Agreement shall prevent the Executive from retaining papers and other materials of a personal nature, such as personal diaries, calendars and information relating to his compensation or relating to reimbursement of expenses, and copies of plans, programs and agreements relating to his employment or benefits. If the Executive is required or requested by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling governmental agency to disclose Confidential Information, the Executive to comply with these provisions. This Paragraph 9 shall not affect must notify the Executive Committee of such disclosure obligation or limitrequest no later than three (3) business days after the Executive learns of such obligation or request, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to permit the Company at law. The provisions of this Paragraph 9 shall survive to take all lawful steps it deems appropriate to prevent or limit the termination or expiration of the Term of this Agreementrequired disclosure.

Confidentiality and Non-Disclosure Covenant. (a) The 8.1 During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may obtain and be entrusted with unpublished material confidential and proprietary information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and proposed business and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its SubsidiariesCompany, proposed acquisitions by the Company and its Subsidiaries, Company's accounts and the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to as "Confidential Information". The ." Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during Term of this Agreement or after the Term hereofthereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which does not cause any material damage to the Company or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that the Company shall be given notice in time to enable it to object to such disclosure) or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The 8.2 Executive hereby acknowledges and agrees that his violation any actual or threatened violation of any breach of the provisions of this Paragraph 9 8 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisionsCompany and may not be remediable by an action at law for damages and, therefore, the Company shall be entitled to seek seek, as a non-exclusive remedy, in any court of competent jurisdiction, all available equitable remedies therefor therefor, including, without limitation, preliminary and a temporary or permanent injunctions by injunction or specific performance of the provisions hereof, without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy at law or posting a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at lawbond therefor. The provisions of this Paragraph 9 8 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may will obtain and be entrusted with unpublished and material confidential and proprietary information relating to the Company (for purposes of this Section 7, this shall include the Company and all subsidiaries thereof), such information to include information with respect to the Company's and its Subsidiaries' ’s present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the cost and pricing of the Company's ’s products and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by of the Company Company, product formulations and its Subsidiariesmanufacturing processes and techniques, and the terms of all material agreements to which the Company or any Subsidiary is a partyparty and the sources and terms of the Company’s existing or proposed debt or equity financing. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to herein as "“Confidential Information"”. The Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement). This Section 7 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which is or becomes available in the public domain or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that Executive provides prompt notice of any such process served upon him in order to enable the Company shall be given notice in time to enable it to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of the provisions of this Paragraph 9 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions by a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The Executive hereby acknowledges that, in During the performance Term of his duties pursuant to this Agreement, he both parties hereto hereby acknowledge that they may obtain and be entrusted with unpublished nonpublic material confidential and proprietary information relating of the other (for purposes of this Section 7, this shall include GTC), such information to the Company's and its Subsidiaries' include information with respect to their present and proposed businesses business and operations, . To the use or disclosure of which would materially adversely affect the operations of extent that the Company and/or the Services Provider desire any such information to be deemed “Confidential Information” hereunder, they will xxxx such documentation appropriately (or its Subsidiariesconfirm oral disclosures of any such information, includingin writing, without limitation, unpublished material financial indicating that such information relating is to the Company's and its Subsidiaries' present and proposed businesses and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its Subsidiaries, proposed acquisitions by the Company and its Subsidiaries, and the terms of all material agreements to which the Company or any Subsidiary is a partybe considered Confidential Information hereunder). All of such unpublished information that may be obtained by the Executive parties hereunder shall, for purposes hereof, be referred to herein as "“Confidential Information"”. The Executive Services Provider and the Company hereby agrees agree that, unless the Confidential Information becomes publicly known other than by reason of without any improper act of either of such parties, as applicable, they will not directly or omission of the Executive, neither he, nor any entity or person owned or controlled by him, shall, indirectly during or after the Term hereofof this Agreement, use for his their own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the ExecutiveServices Provider's services under this Agreement or to comply with applicable laws or regulations. The confidentiality and use restrictions contained in this Section 7 shall survive for a period of twenty-four (24) months following the expiration or termination of this Agreement. Notwithstanding the foregoing, neither of the Executive parties hereto shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him them to any of their respective officers, directors, shareholders, representatives or advisors (collectively, the “Representatives”) who receive such information on a need-to-know basis, or any disclosure of such information which is or becomes available in the public domain or is required as a result of any legal process served upon him them in any judicial or administrative, administrative proceeding (provided, if possible, provided that the Company shall be given applicable party provides prompt notice of any such process served upon it in time order to enable it the disclosing party to object to such disclosure) timely contest the same, at its expense), or which was obtained by the Executive applicable party from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The Executive agrees that his violation or threatened violation of any of Each party will cause their respective Representatives to whom Confidential Information is provided, to comply with the provisions of this Paragraph 9 may cause immediate Section and irreparable harm to the Company. In the event of will be responsible for any breach or threatened breach of said provisions, the Company shall be entitled to seek all available equitable remedies therefor including, without limitation, preliminary and permanent injunctions such provisions by a court any of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at law. The provisions of this Paragraph 9 shall survive the termination or expiration of the Term of this Agreementsuch persons.

Confidentiality and Non-Disclosure Covenant. (a) The 8.1 During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may obtain and be entrusted with unpublished material confidential and proprietary information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and proposed business and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its SubsidiariesCompany, proposed acquisitions by the Company and its Subsidiaries, Company's accounts and the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to as "Confidential Information". The ." Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which does not cause any material damage to the Company or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that the Company shall be given give notice in time to enable it to object to such disclosure) or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The 8.2 Executive hereby acknowledges and agrees that his violation any actual or threatened violation of any breach of the provisions of this Paragraph 9 8 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisionsCompany and may not be remediable by an action at law for damages and, therefore, the Company shall be entitled to seek seek, as a non-exclusive remedy, in any court of competent jurisdiction, all available equitable remedies therefor therefor, including, without limitation, preliminary and a temporary or permanent injunctions by injunction or specific performance of the provisions hereof, without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy at law or posting a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at lawbond therefor. The provisions of this Paragraph 9 8 shall survive the termination or expiration of the Term of this Agreement.

Confidentiality and Non-Disclosure Covenant. (a) The 8.1 During the Term of this Agreement, Executive hereby acknowledges that, in the performance of his duties pursuant to this Agreement, that he may obtain and be entrusted with unpublished material confidential and proprietary information relating to the Company's and its Subsidiaries' present and proposed businesses business and operations, the use or disclosure of which would materially adversely affect the operations of the Company or its Subsidiaries, including, without limitation, unpublished material financial information relating to the Company's and its Subsidiaries' present and proposed businesses business and proposed business and operations, the cost and pricing of the Company's and its Subsidiaries' services, the sales and marketing plans and strategies of the Company and its SubsidiariesCompany, proposed acquisitions by the Company and its Subsidiaries, Company's accounts and the terms of all material agreements to which the Company or any Subsidiary is a party. All of such unpublished information that may be obtained by the Executive shall, for purposes hereof, be referred to as "Confidential Information". The ." Executive hereby agrees that, unless the Confidential Information becomes publicly known other than by reason of through legitimate origin not involving any improper act or omission of the Executive, neither he, nor any entity or person owned or controlled directly or indirectly by him, shall, during or after the Term hereofof this Agreement or thereafter, use for his own benefit or for the benefit of others for any purpose and in any manner whatsoever, divulge to any person, firm, corporation or other entity or otherwise publish or disclose any Confidential Information, Information (except as necessary in connection with the performance of the Executive's services under this Agreement). This provision shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Executive shall not be in breach of this covenant with respect to any use or disclosure of any Confidential Information by him which does not cause any material damage to the Company or is required as a result of any legal process served upon him in any judicial or administrative, administrative proceeding (provided, if possible, provided that the Company shall be given notice in time to enable it to object to such disclosure) or which was obtained by the Executive from a third party without such third party's breach of any agreement or obligation of trust. The term "entity or person owned or controlled by" the Executive or words of like import shall not include the Company or any of its Subsidiaries. (b) The 8.2 Executive hereby acknowledges and agrees that his violation any actual or threatened violation of any breach of the provisions of this Paragraph 9 8 may cause immediate and irreparable harm to the Company. In the event of any breach or threatened breach of said provisionsCompany and may not be remediable by an action at law for damages and, therefore, the Company shall be entitled to seek seek, as a non-exclusive remedy, in any court of competent jurisdiction, all available equitable remedies therefor therefor, including, without limitation, preliminary and a temporary or permanent injunctions by injunction or specific performance of the provisions hereof, without the necessity of showing any actual damage or that monetary damages would not provide an adequate remedy at law or posting a court of competent jurisdiction prohibiting Executive from any violation or threatened violation of these provisions and compelling the Executive to comply with these provisions. This Paragraph 9 shall not affect or limit, and the equitable remedies provided in this subparagraph 9(b) shall be in addition to, any other remedies available to the Company at lawbond therefor. The provisions of this Paragraph 9 8 shall survive the termination or expiration of the Term of this Agreement.