Common use of Confidentiality and Protection of Proprietary Information Clause in Contracts

Confidentiality and Protection of Proprietary Information. a. The Executive hereby reaffirms his obligations pursuant to that certain Agreement Regarding Proprietary Information and Inventions, effective as of July 25, 2006, between the Executive and the Company (the “Proprietary Information Agreement”), to which agreement the Executive acknowledges that he is bound; provided, however, that the provisions of Section 10 of this Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the Proprietary Information Agreement. b. The Executive hereby agrees and covenants that he shall return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereof, except as otherwise provided hereunder. The Executive represents and warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his possession or control. Anything to the contrary notwithstanding, nothing in this Section 9 shall prevent the Executive from retaining papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company. c. For the one-year period commencing on August 31, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply (i) to any disclosure or use of Proprietary Information in connection with providing services or assistance pursuant to Section 7, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive to disclose or provide any such Proprietary Information, (iii) to any disclosure of Proprietary Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Information that becomes generally known to the public other than as a result of any violation of this Agreement by the Executive.

Confidentiality and Protection of Proprietary Information. a. The Executive hereby reaffirms his obligations pursuant to that certain Agreement Regarding Proprietary Information and Inventions, effective as of July 25dated October 2, 20061995, between the Executive and the Company (the “Proprietary Information Agreement”), to which agreement the Executive acknowledges that he is bound; provided, however, that the provisions of Section 10 of this Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the Proprietary Information Agreement. b. The Executive hereby agrees and covenants that he shall use his best efforts to return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereofthereof that are knowingly in his possession, except as otherwise provided hereunder. The Company and Executive agree that the Executive shall not be required to extensively search through the materials he accumulated over his tenure with the Company to determine whether any such materials constitute Proprietary Information of the Company. The Executive represents and warrants to the Company that he has returned will continue to cooperate in returning to the Company all of the Company’s property or data of the Company of any type whatsoeverwhatsoever that he determines to be in his possession, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his the Executive’s possession or controlcontrol as a result of his employment with the Company. Anything to the contrary notwithstanding, nothing in this Section 9 shall prevent the Executive from retaining (i) papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company, or (ii) copies of papers or information that the Executive reasonably determines would be appropriate for him to retain in his capacity as a consultant to the Company and subject to the Proprietary Information Agreement. c. For the one-year period commencing that commenced on August May 31, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply (i) to any disclosure or use of Proprietary Information in connection with providing services or assistance pursuant to Section 7, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive to disclose or provide any such Proprietary Information, (iii) to any disclosure of Proprietary Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Information that becomes generally known to the public other than as a result of any violation of this Agreement by the Executive.

Confidentiality and Protection of Proprietary Information. a. The Executive hereby reaffirms his obligations pursuant to that certain Agreement Regarding Proprietary Information and Inventions, effective as of July 25March 24, 20062003, between the Executive and the Company (the “Proprietary Information Agreement”), to which agreement the Executive acknowledges that he is bound; provided, however, that the provisions of Section 10 of this Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the Proprietary Information Agreement. b. The Executive hereby agrees and covenants that he shall return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereof, except as otherwise provided hereunder. The Executive represents and warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his Employee’s possession or control. Anything to the contrary notwithstanding, nothing in this Section 9 shall prevent the Executive from retaining papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company. c. For the one-year period commencing that commenced on August 31February 1, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 shall not apply (i) to any disclosure or use of Proprietary Information in connection with providing services or assistance pursuant to Section 7, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive to disclose or provide any such Proprietary Information, (iii) to any disclosure of Proprietary Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Information that becomes generally known to the public other than as a result of any violation of this Agreement by the Executive.

Confidentiality and Protection of Proprietary Information. a. The Executive hereby reaffirms his obligations pursuant to that certain Agreement Regarding Proprietary Information and & Inventions, effective as of July 25April 10, 20062002, between the Executive and the Company (the “Proprietary Information Rights Agreement”), to which agreement the Executive acknowledges that he is bound; provided, however, that the provisions of Section 10 paragraph 11 of this Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the Proprietary Information Rights Agreement. b. The Executive hereby agrees and covenants that he shall return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Confidential Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereof, except as otherwise provided hereunder. The Executive represents and warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his Employee’s possession or control. Anything to the contrary notwithstanding, nothing in this Section 9 10 shall prevent the Executive from retaining papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company. c. For the one-year period commencing on August 31, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 10 shall not apply (i) to any disclosure or use of Proprietary Confidential Information in connection with providing services or assistance pursuant to Section 78, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive to disclose or provide any such Proprietary Confidential Information, (iii) to any disclosure of Proprietary Confidential Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Confidential Information that becomes generally known to the public other than as a result of any violation of this Agreement by the Executive.

Confidentiality and Protection of Proprietary Information. a. The Executive Employee hereby acknowledges and expressly reaffirms his covenants and obligations pursuant to that certain Agreement Regarding Proprietary Information and & Inventions, effective as of July 25February 14, 20062000, between the Executive Employee and the Company (the “"Proprietary Information Rights Agreement”"), to which agreement the Executive Employee acknowledges that he is bound; provided, however, that the provisions of Section 10 of this Agreement (“Non-Solicitation”) shall supersede the provisions of paragraph 10.b of the Proprietary Information Agreement. b. The Executive Employee hereby agrees and covenants that he shall return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Confidential Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereof, except as otherwise provided hereunder. The Executive Employee represents and warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his Employee's possession or control. Anything to the contrary notwithstanding, nothing in this Section 9 10 shall prevent the Executive Employee from retaining papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company. c. For the one-year period commencing on August 31, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 10 shall not apply (i) to any disclosure or use of Proprietary Confidential Information in connection with providing services or assistance pursuant to Section 7, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive Employee to disclose or provide any such Proprietary Confidential Information, (iii) to any disclosure of Proprietary Confidential Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Confidential Information that becomes generally known to the public other than as a result of any violation of this Agreement by the ExecutiveEmployee.

Confidentiality and Protection of Proprietary Information. a. The Executive hereby reaffirms his obligations pursuant to that certain Agreement Regarding Proprietary Information and & Inventions, effective as of July 25January 4, 20062000, between the Executive and the Company (the “"Proprietary Information Rights Agreement”"), to which agreement the Executive acknowledges that he is bound; provided, however, that the provisions of Section 10 paragraph 11 of this Agreement (“"Non-Solicitation”") shall supersede the provisions of paragraph 10.b of the Proprietary Information Rights Agreement. b. The Executive hereby agrees and covenants that he shall return or cause to be returned to the General Counsel of the Company any and all property of the Company of any kind or description whatsoever which on the Effective Date is in his possession or under his control (including, but not limited to, any Proprietary Information, as defined in the Proprietary Confidential Information Agreement, in written or other tangible form) and shall not retain any copies, duplicates, reproductions or excerpts thereof, except as otherwise provided hereunder. The Executive represents and warrants to the Company that he has returned to the Company all property or data of the Company of any type whatsoever, including but not limited to any planning data, personnel data, historical or projected financial data, compensation data, computer software and any and all documents in hardcopy or electronic format, that has been in his Employee's possession or control. Anything to the contrary notwithstanding, nothing in this Section 9 10 shall prevent the Executive from retaining papers and other materials of a personal nature, including personal diaries and Rolodexes, information showing his compensation or relating to reimbursement of his expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment with the Company. c. For the one-year period commencing on August 31, 2007, the Executive shall not manage, operate, control or materially participate in the management, operation or control of any other company in any position or role that would reasonably be expected to put him in material breach of his obligations to the Company pursuant to the Proprietary Information Agreement. The Executive warrants and represents that, as of the Effective Date, he is in compliance with this Section 9.c. d. Notwithstanding the foregoing, the provisions of this Section 9 10 shall not apply (i) to any disclosure or use of Proprietary Confidential Information in connection with providing services or assistance pursuant to Section 7, (ii) to any disclosure that may be required by law or by any court, arbitrator, or administrative or legislative body with apparent jurisdiction to order the Executive to disclose or provide any such Proprietary Confidential Information, (iii) to any disclosure of Proprietary Confidential Information reasonably required to enforce the terms of this Agreement, or (iv) to any Proprietary Confidential Information that becomes generally known to the public other than as a result of any violation of this Agreement by the Executive.