Common use of Confidentiality and Non-Disclosure of Company Information Clause in Contracts

Confidentiality and Non-Disclosure of Company Information. You acknowledge and agree that all non-public information concerning the Company, its clients and/or employees that was acquired by or disclosed to you during your employment, including, without limitation, information on the Company’s clients and pricing, business practices and models, business strategies, marketing plans and strategies, compensation structures and the compensation and performance evaluations of the Company’s employees was acquired or disclosed in strict confidence. You shall keep all such information secret and confidential indefinitely and shall not disclose such information, directly or indirectly, to any other person, firm or business entity or to use it in any way. You further acknowledge and agree that you have been provided with confidential information regarding copyrighted materials of the Company, including, without limitation, reference manuals, client proposals, data collection manuals and other proprietary information of the Company. You shall not use this information in any manner and further agree that you will make no attempt, nor provide information to others that would allow them to attempt, to access to the Company’s computer system or those computer systems of the Company’s clients. However, the parties agree that you may disclose confidential information (i) to the extent necessary to comply with any law, court order or subpoena; (ii) in connection with any discovery request to which a response is required by law; (iii) in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, (iv) in an anti-retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under seal and you do not otherwise disclose such confidential information, except pursuant to court order, or (v) to the extent necessary to enforce your rights hereunder. In the event you are under an obligation to disclose confidential information in any lawsuit or as part of any judicial proceeding, you agree to provide written notice of this fact as far in advance as practicable to the Company’s Legal Services Group and to permit the Company to contest such disclosure on any grounds legally permitted. You acknowledge that, due to your position with the Company, the terms of this Separation Agreement may be publicly disclosed by the Company as and to the extent required by the regulations of the U.S. Securities and Exchange Commission in the Company’s judgment.

Confidentiality and Non-Disclosure of Company Information. You acknowledge and agree that all non-public information concerning the Company, its clients and/or employees that was acquired by or disclosed to you during your employment, including, without limitation, information on the Company’s clients and pricing, business practices and models, business strategies, marketing plans and strategies, compensation structures and the compensation and performance evaluations of the Company’s employees was acquired or disclosed in strict confidence. You shall keep all such information secret and confidential indefinitely and (a) Employee shall not disclose such informationat any time disclose, directly share, transfer or indirectly, provide access to any other personunauthorized Person, firm or business entity or to use it for Employee’s own purposes, any “Confidential Information” (as defined in any way. You further acknowledge and agree that you have been provided with confidential information regarding copyrighted materials Section 9(b) below) without the prior written consent of the Company, including, without limitation, reference manuals, client proposals, data collection manuals and other proprietary information of the Company. You shall not use this information in any manner and further agree that you will make no attempt, nor provide information to others that would allow them to attempt, to access to the Company’s computer system or those computer systems of the Company’s clients. However, the parties agree that you may disclose confidential information (i) to the extent necessary to comply with any law, court order or subpoena; (ii) in connection with any discovery request to which a response is required by law; (iii) in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, (iv) in an anti-retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under seal and you do not otherwise disclose such confidential information, except pursuant to court order, or (v) to the extent necessary to enforce your rights hereunder. In the event you are under an obligation to disclose confidential information in any lawsuit or as part of any judicial proceeding, you agree to provide written notice of this fact as far in advance as practicable to the Company’s Legal Services Group and to permit the Company to contest such disclosure on any grounds legally permitted. You acknowledge that, due to your position with the Company, the terms of this Separation Agreement may be publicly disclosed by the Company as unless and to the extent required that the aforementioned matters become generally known to and available for use by the regulations public other than as a result of Employee’s violation of duties owed to the U.S. Securities HRG Entities; provided, however, that if Employee receives a request to disclose Confidential Information pursuant to a deposition, interrogatories, subpoena, civil investigative demand, governmental or regulatory process or similar process, or a request for information or documents in any judicial, arbitral, regulatory, self-regulatory, investigative, or other proceeding, (A) Employee shall, unless prohibited by law or by a representative of any governmental, regulatory or self-regulatory authority, promptly notify the Company in writing, and Exchange Commission in consult with and assist the Company (at the Company’s judgment.sole cost and expense) in seeking a protective order or other appropriate remedy, (B) in the event that no such protective order or remedy is obtained, Employee shall disclose only that portion of the Confidential Information that he determines (on advice of counsel and at the Company’s sole cost and expense) is legally required to be disclosed and shall (at the Company’s sole cost and expense) exercise reasonable efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidential in respect of the applicable proceeding or process, and (C) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. “

Confidentiality and Non-Disclosure of Company Information. You acknowledge and agree that all non-public information concerning the Company, its clients and/or employees that was acquired by or disclosed to you during your employment, including, without limitation, information on the Company’s clients and pricing, business practices and models, business strategies, marketing plans and strategies, compensation structures and the compensation and performance evaluations of the Company’s employees was acquired or disclosed in strict confidence. You shall keep all such information secret and confidential indefinitely and shall not disclose such information, directly or indirectly, to any other person, firm or business entity or to use it in any way. You further acknowledge and agree that you have been provided with confidential information regarding copyrighted materials of the Company, including, without limitation, reference manuals, client proposals, data collection manuals and other proprietary information of the Company. You shall not use this information in any manner and further agree that you will make no attempt, nor provide information to others that would allow them to attempt, to access to the Company’s computer system or those computer systems of the Company’s clients. However, the parties agree that you may disclose confidential information (i) to the extent necessary to comply with any law, court order or subpoena; (ii) in connection with any discovery request to which a response is required by law; (iii) in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, (iv) in an anti-retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under seal and you do not otherwise disclose such confidential information, except pursuant to court order, or (v) to the extent necessary to enforce your rights hereunder. In the event you are under an obligation to disclose confidential information in any lawsuit or as part of any judicial proceeding, you agree to provide written notice of this fact as far in advance as practicable to the Company’s Legal Services Group and to permit the Company to contest such disclosure on any grounds legally permittedpermitted subject to providing you appropriate indemnities and paying your reasonable legal costs in connection with such lawsuit or judicial proceeding . You acknowledge that, due to your position with the Company, the terms of this Separation Agreement may be publicly disclosed by the Company as and to the extent required by the regulations of the U.S. Securities and Exchange Commission in the Company’s judgment.