Common use of Confidentiality and Other Restrictions Clause in Contracts

Confidentiality and Other Restrictions. 12.1 The Employee accepts and agrees that his express and implied duties relating to confidential information, intellectual property and restrictive covenants continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 12, 13, 16 and 17 of the Employment Contract. Note: Please send me both the Employment Contracts so that I can review these clauses. 12.2 The Employee agrees and undertakes as a strict condition of this Agreement not to divulge to any person, firm or company or use for his own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Employer or any company in the Group or any of its/their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his knowledge during the course of his employment with the Employer or any company in the Group. 12.3 The Employee further agrees and undertakes as a strict condition of this Agreement that he will not: 12.3.1 make or publish any statement to a third party concerning this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment; 12.3.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer or any company in the Group or past, current or future officers or employees of the Employer or any company in the Group which is intended to or which might be expected to damage or lower their respective reputations provided that the Employee will not be prevented from making a disclosure: (a) for the purposes of seeking legal advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (b) to the proper authorities as required by law; or (c) in the case of the Employee to his spouse or partner, or civil partner, provided such person agrees to maintain confidentiality. 12.4 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.1, 12.2 or 12.3 if it had occurred after the date of this Agreement.

Confidentiality and Other Restrictions. 12.1 13.1 The Employee accepts and agrees that his his/her express and implied duties relating to confidential information, intellectual property and restrictive covenants information continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 12, 13, 16 and 17 of the Employment Contract. Note: Please send me both the Employment Contracts so that I can review these clauses. 12.2 13.2 The Employee agrees and undertakes as a strict condition of this Agreement not to divulge to any person, firm or company or use for his his/her own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Employer or any company in the Group or any of its/their respective its customers, clients clients, students or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, students, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his his/her knowledge during the course of his his/her employment with the Employer or any company in the GroupEmployer. 12.3 13.3 The Employee further agrees and undertakes as a strict condition of this Agreement that he he/she will not: 12.3.1 13.3.1 make or publish any statement to a third party concerning this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment; 12.3.2 13.3.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer or any company in the Group or relation to past, current or future officers governors or employees of the Employer or any company in the Group which is intended to or which might be expected to damage or lower their respective reputations provided that the Employee will not be prevented from making a disclosure: (ai) for the purposes of seeking legal advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (bii) for the purposes of reporting misconduct, or a serious breach of regulatory requirements to any body responsible for supervising or regulating the matters in question; (iii) which amounts to a protected disclosure within the meaning of section 43A of the Employment Rights Xxx 0000; (iv) to the proper authorities as required by law; or; (cv) in the case to his/her next of the Employee to his spouse or partner, or civil partnerKin, provided such person agrees to maintain confidentiality; (vi) consistent with the terms and spirit of any agreed reference. 12.4 13.4 The Employee warrants that he he/she has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.1, 12.2 13.1, 13.2 or 12.3 13.3 if it had occurred after the date of this Agreement.

Confidentiality and Other Restrictions. 12.1 9.1 In consideration for the payment of £500.00 which sum will be subject to PAYE deductions: 9.2 The Employee Executive accepts and agrees that his express and implied duties relating to confidential information, restrictive covenants and intellectual property and restrictive covenants rights as set out in the Service Agreement continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 12, 13, 16 and 17 of the Employment Contract. Note: Please send me both the Employment Contracts so that I can review these clauses. 12.2 9.3 The Employee Executive agrees and undertakes as a strict condition of this Agreement not to divulge to any person, firm or company or use for his own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Parent, the Employer or any Group company in the Group or any of its/their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his knowledge during the course of his employment with the Parent, he Employer or any company in the Group. 12.3 9.4 The Employee further agrees Parent, Employer and undertakes as a strict condition of this Agreement the Executive agree and undertake that he they will not: 12.3.1 9.4.1 make or publish any statement to a third party concerning the terms of this Agreement, the dispute settled by it or the circumstances surrounding the termination of the EmployeeExecutive’s employment; 12.3.2 9.4.2 make or publish any derogatory or disparaging statement or do anything in relation to the other (and in the Executive’s case to the Parent, Employer or any company in the Group Group, or past, current or future officers or employees executives of the Parent, the Employer or any company in the Group Group) which is intended to or which might be expected to damage or lower their respective reputations reputations. provided that this clause will not prevent the Employee Parent and the Employer from complying with their disclosure obligation under the Companies Acts and the NASDAQ Stock Exchange listing rules and the Executive will not be prevented from making a disclosure: (ai) for the purposes of seeking legal advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (bii) to the proper authorities as required by law; or; (ciii) in the case of the Employee to his spouse wife or partner, or civil partner, immediate family and professional advisors provided such person agrees to maintain confidentiality. 12.4 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.1, 12.2 or 12.3 if it had occurred after the date of this Agreement.

Confidentiality and Other Restrictions. 12.1 11.1 The Employee accepts affirms the provisions of clause 2 of the Confidentiality Agreement dated 24 May 2005 between the Employee and agrees Xxxxx Corporation and confirms that his express and implied duties relating to confidential information, intellectual property and restrictive covenants continue he will not (except as authorised or required by law or as authorised by the Employer) at any time after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 12whether directly or indirectly, 13, 16 and 17 use or make use of the Employment Contract. Note: Please send me both the Employment Contracts so that I can review these clauses. 12.2 The Employee agrees and undertakes as a strict condition of this Agreement not to divulge and/or disclose any Confidential Information to any person, firm or company or use for his own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Employer or any company in the Group or any of its/their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his knowledge during the course of his employment with the Employer or any company in the Groupother organisation whatsoever. 12.3 11.2 The Employee further agrees parties agree and undertakes as a strict condition undertake (in consideration of this Agreement their mutual promises to that he will noteffect) and subject to Clause ý11.7 that neither will: 12.3.1 11.2.1 make or publish any statement to a third party concerning this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment; 12.3.2 11.2.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer other and in the case of the Employee in relation to any Group Company or any company in the Group or past, current or future officers or employees of the Employer or any company in the Group Company, which is intended to or which might be expected to damage or lower their respective reputations reputations; provided that the Employee parties will not be prevented from making a disclosure: (a) disclosure for the purposes of seeking legal advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence; (b) ; to the proper authorities as required by any applicable law; or (c) in the case of the Employee to his spouse wife or partner, or civil partner, provided such person agrees to maintain confidentiality; in the case of the Employer where in its reasonable opinion it is in the interests of good corporate governance to do so; and in the case of the Employer, such disclosure is consistent with the terms and spirit of the agreed reference. 12.4 11.3 The Employee accepts that during the course of his employment with the Employer, he was privy to and had access to Confidential Information about the Employer and the Group. The Employee therefore agrees to be bound by the restrictive covenants set out at Schedule 4 of this Agreement. 11.4 The Employer shall pay £7,000 (seven thousand pounds) less normal PAYE deductions, to the Employee as consideration for him entering into the restrictive covenants at Schedule 4 (such sum to be paid within 14 days of the Termination Date. 11.5 In order to enable the Employer to protect its legitimate interests and to enforce its rights under this Agreement, the Employee agrees that he will: 11.5.1 notify the Employer in writing of the identity of any prospective employer or business in which he wishes to be employed, engaged, concerned or interested or to which he wishes to provide technical, commercial or professional advice where, in the reasonable belief of the Employee, becoming so employed, engaged, concerned or interested or providing such advice would be likely to breach the provisions of Schedule 4 prior to accepting such employment or engagement; and 11.5.2 bring the provisions of Schedule 4 to the attention of any third party proposing directly or indirectly to employ, appoint or engage him after the Termination Date. 11.6 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.1, 12.2 11.1 or 12.3 11.2 if it had occurred after the date of this Agreement. 11.7 The Employer will not be liable for any breach of its undertakings at Clause ý11.2 caused by the actions of any of its past, current or future officers or employees if it has taken such steps as are reasonable to prevent that breach or breaches of that kind.

Confidentiality and Other Restrictions. 12.1 13.1 The Employee accepts and agrees that his express and implied duties relating to confidential informationinformation and IP rights, intellectual property and restrictive covenants etc. continue after the Termination Date. In particular, the Employee affirms the duties and restrictions in clauses 121, 132, 16 3 and 17 4 of the Employment Contract. Note: Please send me both Confidentiality and Proprietary Information Deed between the Employment Contracts so that I can review these clausesparties dated 1 May 2008. 12.2 The 13.2 In consideration of the payment of £100.00 (less PAYE deductions) the Employee agrees and undertakes as a strict condition of this Agreement not to divulge to any person, firm or company or use for his own benefit or the benefit of any person, firm or company any trade secret or information of a private, secret or confidential nature concerning the business, finances or affairs of the Employer or any company in the Group or any of its/their respective customers, clients or suppliers (including but not limited to terms of contracts or arrangements, existing and potential projects, accounts, information regarding customers, clients or suppliers, disputes, business development and/or marketing programmes and plans) which have or may have come to his knowledge during the course of his employment with the Employer or any company in the Group. 12.3 The 13.3 In consideration of the payment of £100.00 (less PAYE deductions) the Employee and Employer further agrees and undertakes as a strict condition of this Agreement that he either Party will not: 12.3.1 13.3.1 make or publish any statement to a third party concerning the fact, negotiations or terms of this Agreement, the dispute settled by it or the circumstances surrounding the termination of the Employee’s employment; 12.3.2 13.3.2 make or publish any derogatory or disparaging statement or do anything in relation to the Employer other or in the case of the Employee in relation to any company in the Group or past, current or future officers or employees of the Employer or any company in the Group which is intended to or which might be expected to damage or lower their respective reputations reputations, provided that the Employee parties will not be prevented from making a disclosure: (a) for the purposes of seeking legal or tax advice in relation to this Agreement provided the professional adviser is bound by a duty of confidence, or to HMRC for tax purposes; (b) to the proper authorities as required by law; or (c) in the case of the Employee Employee: (i) to his spouse or partner, or civil partner, provided such person agrees to maintain confidentiality; or (ii) to a medical practitioner or counsellor for the purpose of seeking or obtaining treatment. 12.4 (c) in the case of the Employer where in its reasonable opinion it is in the interests of good corporate governance to do so and/or in order to defend any litigation brought (or intimated may be brought) by the Employee or resist or process any actual or intimated claim of insurance, for which latter purpose the Employee hereby provides express consent on the basis that the insurer has agreed to keep any disclosed information confidential; or (d) consistent with the terms and spirit of any agreed reference. 13.4 The Employee warrants that he has not done or failed to do anything including without limitation published any statement or authorised or permitted anyone else to do so prior to the date of this Agreement which would constitute a breach of Clauses 12.113.1, 12.2 13.2 or 12.3 13.3 if it had occurred after the date of this Agreement. 13.5 The Employer will not be liable for any breach of its undertakings at Clause 13.3 caused by the actions of any of its past, current or future officers or employees if it has taken such steps as are reasonable to prevent that breach or breaches of that kind.