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. b. Employee shall not at any time during the Employment Period be or become (i) interested or engaged in any manner, directly or indirectly, either alone or with any person, firm or corporation now existing or hereafter created, in any business which is or may be competitive with the business of CinemaStar or (ii) directly or indirectly a stockholder or officer, director or employee of, or in any manner associated with, or aid or abet or give information or financial assistance to, any such business. Employee hereby acknowledges that the provisions of this subparagraph b. are reasonable and necessary to protect the legitimate interests of CinemaStar and that any violation of such provisions would result in irreparable injury to CinemaStar. The provisions of this subparagraph b. shall not be deemed to prohibit Employee's purchase or ownership, as a passive investment, of not more than five percent (5%) of the outstanding capital stock of any corporation whose stock is publicly traded. c. All records, files, lists, drawings, documents, models, equipment, software or intellectual property relating to CinemaStar's business shall be returned to CinemaStar upon the termination of the Employment Period, whether such termination is at Employee's or CinemaStar's request.