Common use of Confidentiality and Noncompetition Clause in Contracts

Confidentiality and Noncompetition. a. Employee shall hold in a fiduciary capacity, for the benefit of CinemaStar, all confidential or proprietary information, knowledge and data of CinemaStar which Employee may acquire, learn, obtain or develop during his employment by CinemaStar. Further, Employee shall not, during the Employment Period or after the termination of such Employment Period, directly or indirectly use, communicate or divulge for his own benefit or for the benefit of another any such information, knowledge or data. Employee makes the same commitment with respect to the secret, confidential or proprietary information, knowledge and data of affiliates, customers, contractors and others with whom CinemaStar has a business relationship. The information covered by this protection includes, but is not limited to matters of a business nature such as trade secrets, information about finances, costs and profits, business plans, marketing and advertising plans and strategies, sales results or projections, plans of CinemaStar to expand its business, personnel information, records, customer lists, contact persons, customer data, software, sales data, information regarding any form of product produced, distributed or acquired by CinemaStar, and/or other confidential or proprietary information belonging to CinemaStar relating to CinemaStar's business and enterprise (collectively, the "Confidential Information"). Employee agrees to hold and safeguard the Confidential Information in trust for CinemaStar, and agrees that he will not, without the prior written consent of CinemaStar, misappropriate or disclose or make available to anyone for use outside of CinemaStar, at any time, any of the Confidential Information. Notwithstanding the foregoing, Employee may disclose Confidential Information if such information becomes publicly known without fault of Employee, or where Employee is obligated to disclose such information by operation of law; provided, however, that if Employee receives a subpoena or other legal process, or otherwise receives a legally-binding request (whether voluntary or involuntary) from a third party, the response to which reasonably could result in the disclosure of Confidential Information, he shall provide notice thereof to CinemaStar within three (3) business days of such subpoena, legal process or request. Employee's obligations under this Paragraph 8 with respect to the Confidential Information will survive expiration or termination of the Employment Period.

Confidentiality and Noncompetition. a. Employee shall hold in (a) Executive acknowledges that, prior to and during the Term of this Agreement, the Company has furnished and will furnish to Executive Confidential Information which could be used by Executive on behalf of a fiduciary capacitycompetitor of the Company to the Company's substantial detriment. Moreover, for the benefit parties recognize that Executive during the course of CinemaStar, all confidential or proprietary information, knowledge and data of CinemaStar which Employee may acquire, learn, obtain or develop during his employment by CinemaStar. Further, Employee shall not, during with the Employment Period or after the termination of such Employment Period, directly or indirectly use, communicate or divulge for his own benefit or for the benefit of another any such information, knowledge or data. Employee makes the same commitment Company may develop important relationships with respect to the secret, confidential or proprietary information, knowledge and data of affiliates, customers, contractors customers and others having valuable business relationships with whom CinemaStar has a business relationshipthe Company. The information covered by this protection includesIn view of the foregoing, but is not limited to matters of a business nature such as trade secrets, information about finances, costs and profits, business plans, marketing and advertising plans and strategies, sales results or projections, plans of CinemaStar to expand its business, personnel information, records, customer lists, contact persons, customer data, software, sales data, information regarding any form of product produced, distributed or acquired by CinemaStar, and/or other confidential or proprietary information belonging to CinemaStar relating to CinemaStar's business and enterprise (collectively, the "Confidential Information"). Employee agrees to hold and safeguard the Confidential Information in trust for CinemaStar, Executive acknowledges and agrees that the restrictive covenants contained in this Section are reasonably necessary to protect the Company's legitimate business interests and good will. (b) Executive agrees that he will notshall protect the Company's Confidential Information and shall not disclose to any Person, without the prior written consent of CinemaStaror otherwise use, misappropriate or disclose or make available to anyone for use outside of CinemaStar, at any timeexcept in connection with his duties performed in accordance with this Agreement, any of the Confidential Information. Notwithstanding the foregoing, Employee may disclose Confidential Information if such information becomes publicly known without fault of Employee, or where Employee is obligated to disclose such information by operation of law; provided, however, that if Employee receives Executive may make disclosures required by a valid order or subpoena issued by a court or other legal processadministrative agency of competent jurisdiction, or otherwise receives a legally-binding request (whether voluntary or involuntary) from a third party, in which event Executive will promptly notify the response to which reasonably could result in the disclosure of Confidential Information, he shall provide notice thereof to CinemaStar within three (3) business days Company of such subpoena, legal process order or requestsubpoena to provide the Company an opportunity to protect its interests. EmployeeExecutive's obligations under this Paragraph 8 with respect to the Confidential Information will Section 4(b) shall survive any expiration or termination of this Agreement, provided that Executive may after such expiration or termination disclose Confidential Information with the Employment Periodprior written consent of the Chairman of the Board. (c) Upon the termination or expiration of his employment hereunder, Executive agrees to deliver promptly to the Company all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents supplied to or created by him in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company's equipment and other materials in his possession or control. Executive's obligations under this Section 4(c) shall survive any expiration or termination of this Agreement. (d) Upon the termination or expiration of his employment under this Agreement, Executive agrees that he shall not enter into or engage in the design, manufacture, marketing or sale of any products similar to those produced or offered by the Company or its affiliates in the area of North America, either as an individual, partner or joint venturer, or as an employee, agent or salesman, or as an officer, director, or shareholder of a corporation for a period of two (2) years from the date of his termination of employment. (e) Executive acknowledges that if he breaches or threatens to breach this Section 4, his actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Executive breaches or threatens to breach this Section 4, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies of the Company. The existence of any claim or cause of action by Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Executive's agreement under this Section 4(d). 5.